The Key of Brainiac
by COMPO1976
Summary: Meteors have hit Smallville for the second time and for the second time something has come to Earth and it is looking for something called the Key, but it isn't the only one. Where is Clark? What is the Key?
1. Into NoMan'sLand

SMALLVILLE

_The Key of Brainiac_

-Chapter One-

_Into No-Man's-Land_

The smoke was high over the small town of Smallville; fiery smoke sizzling from the heavens dissipating in the sky leaving just a long trail towards wreckage and destruction. A town in peril and turmoil, once a peaceful and tranquil place to live it would bring a tear to the eyes of the nation just to see how it stood there. The roads are blocked for miles outside the town, the townies stand outside their cars looking back as their homes. The last remnants of Smallville lies distance holding together as it is both the graveyard and prison for the people left behind. They all look back thankful as they realise; they made it. They were free from the terror, ignorant of the strange occurances going on within the town at that moment as they are ushered back into their cars by armed soldiers, reporters following them for information.

"General Lane! General Lane!" called a female Television reporter, as she and her cameraman ran towards the general as he ordered his soldiers to keep the traffic moving. "Did everyone get out? Will you have soldiers looking through the wreckage?"

"We got out as many people as we could," General Lane replied or rather barked as he continued to keep his eyes focused on the traffic, his back arched straight as though at attention and his eyes sharp and steely, it's hard for the reporter not to be scared by his very presence. "And once these people are safely taken to our bases we will have a rescue team form search parties and help find any stragglers."

"Have you gotten any reports from within the town?" the reporter asked.

"We have not as of late," General Lane said softly his voice cracking on the television screen as he continued to look at the traffic.

"Buffy?" came a voice from behind the blond girl staring tearfully at the tv, yet she would not let the tears come out. Buffy Summers turned around to see her boyfriend Riley Finn stood looking at her awkwardly. "Are you okay?"

"Why haven't we heard anything?" Buffy croaked shaking her head confused. "I mean, he'd be saving people... we'd be hearing strange things..."

"Maybe, he left with his parents?" Riley said sitting down next to her wrapping his arm around her.

"No, Riley," Buffy cried with frustration, "he'd have stayed there. He'd have stayed to help those people."

"Maybe, he had no choice," Riley said softly standing up as she walked away from him unable to look at him. Her eyes were fixed on the television; for a sign. "He said last time there was a meteor shower kryptonite came as well as him. Maybe, he had to leave for his own safety."

"Riley," Buffy said softly closing her eyes to block out the tears, "he wouldn't leave, even with Kryptonite putting him in danger... he wouldn't leave those people."

Riley gulped to clear his throat as she stood there looking at the tv. All he wanted was for her to look at him at that moment so he could help her, but he knew she wouldn't. As he had told Xander he loved Buffy... but she didn't love him. She loved Angel. She loved Clark. But, she wanted a normal guy and he was what Clark could never be and if that was the only way to be with Buffy, then that's how it had to be. Maybe in some way, he thought to himself, she did love him.

"So what do we do?" Riley said gingerly.

"I'm going to Smallville," Buffy declared to everyone in the Magic shop an hour later when she called everyone to order. Giles looked shocked as though unsure as to what Buffy was saying, Anya looked dreamily in thin air as always as though bored at what Buffy was saying yet she could see a twinge of fear in her eyes as she thought of going in No Man's Land.

"Buffy?" Willow said apprehensively.

"And I'm not changing my mind," Buffy said sharply glaring at Willow as she began to argue. Her face softened as she turned to the others, "I know it's risky but I can't just leave Clark there in god knows what situation."

"Buffy," Giles began, standing up and cleaning his glasses the creases on his forehead showing his reluctance to the very idea of what Buffy was saying. "While, I do fear for Clark safety, we have no way of getting into Smallville."

"Yeah Buff, I mean soldiers are going to be swarming all around the place," Xander shrugged avoiding Buffy's gaze as she gave him a look that said 'not helping'. "Do I sense a plan?" Xander chimed with a smile.

"We go in by magic," Buffy said looking at Willow and Tara, yet not heightening their confidence in the plan.

"Buffy, its not that we won't," Tara said gingerly, "I-Its just..."

"Its really powerful magic, teleporting," Willow finished equally gingerly. "It would need a powerful witch to do that."

"Will," Buffy said forcefully yet a touch of warmth in her voice as Willow stares at her sheepishly, her eyes swimming with the nervousness of the freshmen inside her. "You can do this." Willow nods determined yet still unsure as Buffy looks around the room. "Any questions?"

A small squeaky voice appears behind Buffy, one that maked her very blood boil with annoyance by the very sound. "Can I come?" piped Dawn from behind Buffy.

"So, everyone ready?" Buffy asked in the back room of the magic shop carrying a large pink duffle bag on her shoulder. She threw it on the floor everyone looked at her wide eyed at the pink bag with yellow flowers. "What?" she said lightly.

"You're taking that?" Riley said sceptically.

"Well, I wasn't sure what we'd need," Buffy said in her usual playful bimbo voice, "I mean, we could be walking into anything."

"Cleaning gloves?" Riley asked raising an eyebrow at her as he looked through the contents of the bag.

"Kryptonite, hello," Buffy exclaimed, "its radioactive!"

"But only to Clark?" Xander replied knowingly Buffy shooting him a glare. He chuckled, "Haha shurrup Xander."

"And I'm the one who's not allowed to go," Dawn grumbled to herself.

"Dawn, mom said no," Buffy said with a tinge of annoyance, "its dangerous and you're too young," she turns around ignoring Dawn (her favourite pass time), "now can we go? God knows what's happened to Clark."

"Yes, propose I we leave immediately," Giles said quietly. "Willow if you may."

"I shall stay here and mind the shop and the youngling," Anya said brightly Dawn shooting her an annoyed glare.

"Okay everyone, join hands," Willow said taking Tara and Giles's hand. Everyone joining hands; Riley, Xander, Giles, Willow Tara and Buffy. Willow closed her eyes getting ready to say the spell. "_Aniino Varrii_."

A red orangey sparkling substance appeared around them, swimming past them engulfing them, the rest of the world cut off as they suddenly fuzzed within the room, swishing within the room. Buffy watched in wonder and worry, hoping that this would work, gripping Riley's hand tighter. She suddenly snapped out of her dreamy gaze as something grabbed her other hand. She turned her eyes wide with horror as Dawn stood engulfed in the spell holding Buffy's hand. "DAWN NO!" Buffy yelled as she was yanked into an invisible portal that sucked them in like a vacuum. The screams of the others echoing behind her as she stared at Dawn until finally.... black.


	2. Search Parties

-Chapter Two-

_Search Parties_

Buffy crashed down on a hard surface; rough and hard, the soft feel of the blades of grass strokes gently against her skin mismatched with burnt, rough patches against her knees. She looks down at her knee to see her leg half lain across a burnt track of grass; sizzling and scorched, it burns against her jeans as she pushes up to her feet. She looks around, the ground is mixed with clean and scorched, rocks are scattered at her feet. "Kryptonite," Buffy said to herself bluntly.

"Place is covered with it," Riley said walking up the hill they had landed on. Buffy turned to see Riley being the only one stood up. Willow and Tara following his lead, Giles seemed to be a very unceremonious position one that didn't look to good for his back. Xander groaned as he got up from the ground having landed on his front. He weazed for air as he got up. Riley looked around at everyone, "okay we're all here. Should we get started?"

"Where's Dawn?" Buffy growled softly scouring the small area they had fallen on.

"I'm up here," groaned Dawn hung uncomfortably on the branch of a tree looking down on a steely eyed Buffy. She gulped as Willow helped her down knowing she was safer in the tree as Buffy crossed her arms.

"What part of you're not coming didn't you understand?" Buffy said sharply her eyes narrowing at Dawn.

"What part of I don't wanna stay with Anya don't you understand?" Dawn snapped back, "no offence," she said apologetically to Xander.

"Hey none taken," Xander replied waving off Dawn's comment, "even I need space sometimes."

"Could we all get back on track," Giles said sternly, "Willow, can you send Dawn back?"

"I used up most of my energies to get us here," Willow said apologetically, "it'll take me a while to get to full power again."

"You are so in trouble when Mom find out," Buffy snarled yet feeling a little satisfied with the thought. She always did like when Dawn got in trouble.

"Awww don't be a snitch," Dawn grumbled.

"Dawn, Mom will know you're gone without me telling her," Buffy said sharply, "no doubt Anya's told her, since she was supposed to look after you while mom went the doctors."

"Buffy!" Riley called from the top of the hill interrupting Dawn's retort as she stood with her mouth open glaring at Riley for interrupting what could have been a good reply. Buffy turned to Riley, a haunted look on his face as he stood atop the hill. "I think you should see this."

Buffy and the others followed, prodding up the hill to the top. What she saw as she reached the top, chilled her to the very bone. Utter destruction across the small town, it was worse than what she saw on the T.V, the smoke was black and she could smell the burning, rotting smoke from where she stood. The town was dishevelled, destroyed, a shell of the beautiful town it once was. It looked like a battlefield. The once grass fields that surrounded the small town, mixed in with streaks of corn, lies dead and burnt, green is replaced with a dirty rotting burning black. Buffy turns realising where she was as she stepped on a crispy long stem of a maize, its leaves lay withered and dead on the floor, curled up against itself. She looked on at the remains of the corn field matching Smallville with every deathly black patch. Why is it I am always surrounded by Death? Buffy thought as she turned back to Smallville. "Right," Buffy croaked, "where do we start?"

Lana Lang looked on in horror as a blinding glow left from the long black triangular space ship buried within the crater it sat in. Two figures appeared from it materialised from the glow. An outline of a man and woman stands within the crater becoming solid within seconds.

Lana got to her feet every bone in her body aching as she limped across the upturned dirt from the crater. She tried to muffle her whimpers of pain as she limped away hoping what ever came out of the ship didn't hear her. She looked back for a moment a gust of wind passing across her face, it was quick and hard, it smacked across her face as quick as it came. She turned back in front of her. Her heart leaping and her stomach churning as she saw a woman in front of her; the same shape as figure from the ship. She was tall with a hard look to her, it matched her mildly strong looking body. She looked as if she could break Lana with one finger. She had long black hair which draped over some sort of metal breast piece armour. She looked at Lana stonily, her eyes fixed on Lana as she looked on in horror turning to run feeling yet another gust of wind to see a tall black bald man with the same type of clothing as the women; only more masculine.

"Where is Kal-El?" asked Nam-Ek, his voice cold and commanding, his steely eyes looking harshly at Lana.

Lana stood in shock unable to speak looking up at Nam-Ek as Aethyr stood behind her leering at her. Lana's heart soared as she heard sound of sirens coming closer. She turned to Sherriff cars driving towards where they where. She dropped to the hard floor, Nam-Ek stepping over her to stand next to Aethyr. Lana looked over at the deputies stood behind their patrol cars, they hold their guns at the two.

"Got down on the ground! Put your hands on your head!" one of the deputies shouted looking at them stood suicidally in front of a dozen armed deputies.

Lana looked up to see their eyes flashes a fiery red; something inside her telling her this was not good. Two fiery red beams shot out of their eyes at the bonnet of the patrol car. Lana looked on as the car exploded sending the deputies flying back engulfed in the flames. Lana looked up terrified as these godly beings scurrying away as they continued their rampage explode before her as she hid beneath the long streaks of grass. All she could do was watch as there chaos ended, disappearing, leaving a wreck of rampage across the meteor infected grass.

Jonathon Kent stumbled through the remains of his living room pushing back the wreckage as he searched for his wife. He had only just come to when Lois Lane had appeared. He thanked god she was safe. As the two of them searched through the wreckage he tried not to look at his fallen home, his entire life falling around him, all his memories, his childhood, his family home ripped apart in a minute. He wasn't going lose his family along with his home. He kept his focus entirely on finding his wife not even looking at Lois as she looked at him concerned in between shouting for Martha.

"Martha!" he yelled over the thoughts in his head.

"Mrs Kent!" yelled Lois across the room. Jonathon threw a cupboard away falling to the ground as the sheer weight knocked him down.

"Clark?" came a new voice from outside. Jonathon turned to the door. The voice was filled with fear. It was female. A short petite blond girl pushed through the door looking distraught, followed by a middle aged man. They stopped still as they saw Jonathon and Lois stood looking at her wondering who she was. "Sorry," Buffy said nervously, "I'm Buffy Summers, I'm looking for Clark Kent."

Jonathon stood up looking at her suspiciously. "Clark's gone," Jonathon said, "he went on ahead. Not to be rude but I have to find my wife."

"Y-yes, well we came to help in anyway we can," Giles stuttered cleaning his glasses and putting them back on. "If that is alright?"

Jonathon surveyed the man for a moment nodding and turned to the wreckage pouring through it. Giles went to another corner pouring throught the wreckage. Lois stood looking at Buffy as she walked to where she was stopping at a large cupboard. "You might wanna let me help..." she shut up as Buffy lifted the cupboard and threw it to the ground, though it was in half she was surprised a girl her size would be able lift it.

"I found her!" Buffy called as she saw Mrs Kent laid under the wreckage. She and Lois dived toward the wreckage pulling it off Martha. Jonathon plodded over helping them pull her from the wreckage.

Giles checked her pulse as they laid her on the wrecked floor. "She's breathing," Giles said calmly, "but she has to get her to a hospital."

"We'll take my car," Lois said helping them lift Martha from the ground carefully.

"How is she?" Buffy asked Jonathon as she walked into the hospital room Mrs Kent lay in. Jonathon sat next to her holding her hand.

"Doctor said it's just a broken leg and a concussion," Jonathon said his voice cracking as he looked at his wife. "it was a good thing you came along."

"I'm just glad I could help," Buffy said, "and I'm glad Clark is far away from all this. Far away from the meteor rocks."

Jonathon froze his eyes widening at the word 'meteor rocks'. "What do you mean?" he said softly forcing himself to speak.

Buffy looked outside closing the door behind her. "I know about Clark, Mr Kent," Buffy said softly, "don't worry, I don't mean no harm," she added seeing Jonathon looking defensive, "I came here to help Clark. The last time a meteor shower hit Smallville kryptonite came with it and I know Clark he wouldn't just leave people when he knew he could help... he's still out there isn't he?"

"You really care for him don't you?" came Martha's weak voice from the bed. Jonathon turned to her surprised and thankful at seeing her wake up.

"Martha," he gaspsed, "thank god."

"Where's Clark?" Martha said worriedly.

"I don't know," Jonathon said.

"I'll find him," Buffy said. "it's why I came here."

"I'm sorry but how do you know my son," Jonathon said suspiciously.

"I met him when he ran away to Metropolis," Buffy said noticing the pang of guilt in Martha and Jonathon she moved on, "and when he came to Sunnydale."

"You're Anne?" Martha asked shocked smiling as she saw Buffy, "Clark spoke very highly of you when going Sunnydale."

"You said your name was Buffy?" Jonathon said quickly.

"Buffy Anne Summers," Buffy stated a matter a factly, "I used my middle name when I ran away to Metropolis. Like Clark I ran away from the weight of world, from my secret."

"You're stronger than most girls your age," Jonathon said shrewdly.

"And so much more prettier, another one of the curses I have to live with," Buffy said cheekily, Martha laughing at Buffy's wit, "that and being a Vampire Slayer and saving the world on a daily basis," Buffy smiled as she saw the looks on the Kent's faces. "I guess Clark left that part out."

BOOM!! A large explosion occurred from outside. Jonathon leapt over Martha protecting her. Buffy fell to the floor getting up, running out of the room when she saw the Kents were okay. "Dawn! Willow! Riley!" she shouted as she walked into the hallway. She turned to see Nam-Ek and Aethyr stood before her. "Where is Kal-El?" Aethyr demanded, "where is the Key?"


	3. Clark Returns

-Chapter Three-

_Clark Returns_

Chloe plodded through the mounds of snow, it seemed to have no end coming up to her knees. She wrapped her arms around herself trying to guard herself from the cold as she pushed through the snow to massive ice palace stood before her. She didn't know how she got here all she remembered was being in the cave with Lex. Clark had been there. She didn't know what but, it obviously had something to do with his abilities. She had seen him catch a car as if it were a beach ball but still suddenly vanishing in the Arctic was a stretch even for Wall of Weird.

The icy walls of the crystal palace danced around her, twinkling in the arctic sun. They would have been beautiful to Chloe if not for the deathly numbing cold feeling creeping through her body. The cold didn't seem to subside as she walked into the ice palace. Columns of ice stretched upwards to tremendous heights, a white fog seemed to blow against the floor giving the impression that Chloe's feet had disappeared. Her legs were shaking along with every muscle in her body. A deathly gust of wind blew through the palace, her eyes started to droop as her entire body screamed out to sleep. She looked up to see Clark stood in the middle of the palace trapped within a blue light with symbols flashing past him, he seemed frozen to the spot his eyes transfixed on the symbols passing him. A powerful wind shot at Chloe as she moved closer to Clark causing her knees to buckle under her. She fell to the floor shivering uncontrollably as she tried to speak. "Clark..." she breathed through the cold.

The blue light dissipated from around Clark as he saw Chloe on the floor. He ran to her everyone ounce of him terrified, he wondered how'd she got here. He lifted her head, she was cold to the touch, he could feel a pulse but just barely. "Kal-El, you are not finished?" Jor-El's voice echoed.

"Please, she needs help!" Clark begged.

"You can not put the life of one human above all others, Kal-El," Jor-El replied, "this is your greatest weakness."

"Please," Clark begged his voice cracking, "she's my friend. I'll do anything."

"Very well," Jor-El conceded after a long pause, "but you must return before the yellow sun sets or the consequences shall be severe."

"Time to go into superspeed mode now Clark," Chloe quipped weakly. Clark looked stunned at those words but ignored them for the moment picking Chloe up and superspeeding from the Fortress.

"I repeat," Nam-Ek snapped impatiently, "where is Kal-El? Where is the key?"

Buffy looked over at the Kent's. Martha looked terrified at black man whereas Jonathon seemed to be masking his with a stone cold look that could only come from a protective father. Buffy gave him a look to tell him to stay back. He gave her questioning look. "There is no Kal-El here," Buffy said giving both of them a snotty look, "so why don't you take your BattleStar Galactica Assholes out of here. But I make you."

"You have no idea who you are dealing with little girl," Aethyr sneered coldly.

"Neither do you," Buffy said with a smile, "ever heard of the Vampire Slayer? No?" Buffy added looking at their blank faces. "Well maybe I should teach you?"

Buffy flicked her leg up sending a kick to Nam-Ek's face. He stumbled backwards turning back to her with not a mark of his face. "You have strength girl," Nam-Ek snarled dangerously, "but," he grabbed her by throat as quick as a flash lifting her up in the air, "so do we."

"Yeah," Buffy breathed heavily, "but do you have a witch?"

"Witch?" Aethyr asked curiously though not having time for an answer as she is sent flying forward a powerful blast to the back. Willow stood with Tara and the others at the end of the hallways holding her arm up.

Buffy kicked Nam-Ek in the chest knocking him backwards. He loosened his grip allowing her to drop in front of him punching him in the face. Her fist ached with the punch, the man was like steel, like Clark. But she pushed through the pain and sent a scissor kick to Nam-Ek's face."Get the people evacuated I'll handle this," Buffy shouted at the others, "get Dawn ou.."

Buffy felt something grab her shoulder, it was an vice like grip any more pressure and it could break the bone. She groaned in pain looking back to se Aethyr. Aethyr flung her arm throwing Buffy through the smashed window of Martha's hospital room. Martha screamed in terror. Jonathon held her protectively. Buffy got up slowly. "Don't worry," Buffy said as she got up from the floor, going into a defensive stance, "I can handle this," she smiled at them though not totally convinced as she saw the two Kryptonians stood waiting for her.

"So, I've seen you do super strength and super speed," Chloe said a little amused by Clark's silence as they sat in the hospital in the middle of no where. "and now I find you in a crystal palace... something tells me your not a garden variety meteor freak."

"How did you find out?" Clark said softly trying to figure out how this could of happened, or what he could say.

"When I saw you catch a car like it was beach ball that was kind of clue," Chloe said with a proud smile on her face for finally finding out the secret of Clark Kent.

"How come you didn't say anything?" Clark mumbled looking back and forth to the floor and Chloe.

"It was my place to say," Chloe shrugged, "you had reason not to tell me. If you wanted to tell me I thought it should be on your terms and not mine."

"You're a good friend Chloe, I should have told you," Clark said guiltily. He sighed softly looking down, "I wasn't born anywhere near Smallville Chloe, or anywhere near this galaxy. I'm from a planet called Krypton."

"Wow," Chloe croaked in shock stuttering. She smiled broadly, "Clark, you're amazing. You're like a super hero." Clark chuckled under his breath, "Now go do your superhero thing. Smallville needs you," she added nodding to the TV showing Smallville Medical Centre. "Go!" she ordered.

Clark smiled at Chloe zooming off as fast as a speeding bullet. Please be okay, Clark thought as the arctic snow zoomed passed him.

Smoke rolled from the Smallville Medical Centre climbing from the top floor of the building and up into the air. A crowd started to form as people were moved out of the hospital. Willow pulled Dawn out of the building as she shouted after Buffy. "Dawn, Buffy will be fine," Willow said bringing her to the crowd. She turned to Xander, "keep Dawn here. I'm going back in."

"What? Willow wait?!" Xander exclaimed.

"I'm going with you," Riley said forcing his way past Xander to follow Willow.

"Hold it people," said Sherriff Adams holding out her hands to them, "no one goes in there."

"But our friend's in there," Tara said worriedly.

"The fire department will be here soon," Adams said, "they'll be okay. Now please stay back."

Willow and the others stepped back as Deputies pushed them away. All of them looking at the top floor with anguished worry.

Buffy rolled to the floor dodging Aethyr's heat vision as she hid behind a metal drawer. Buffy didn't know how long she was going to this for, she was outnumbered and with just the two of them it was if it was fighting twenty people. Her head was cut and every bone in her body was aching, there was no breaking their steel like hides. She looked out to see Aethyr continuing to fire heat vision at the cupboard while Nam-Ek stood watching. The force from the heat vision was knocking her back; it wasn't going to last long.

"You might as well give up," Nam-Ek shouted to her, "you are outmatched. Tell us will Kal-El is and we'll let you live."

"I'll tell you were Kal-El is!" yelled Jonathon as ran at Aethyr with a long metal pole smacking her across the face. She stood still unfazed by the hit she shot a blast of heat vision at the pole as Jonathon held on to it. The pole began to heat up causing Jonathon to drop it in pain. Aethyr's arm snapped forward grabbing Jonathon by the throat.

"Let him go!" Buffy shouted running at Nam-Ek. He blew sharply at her a gust of wind knocking her off her feet. He ran at her. She wheezed for air as Nam-Ek put his foot on her chest pushing down lightly yet still holding her down.

"Now, where is Kal-El?" Nam-Ek snapped impatiently, glaring at her.

"I'm right here!" came a firm commanding voice.

Buffy thanked god when she heard it she was even more thankful when she saw the tall powerful figure of Clark Kent stood towering over her. His eyes filled with rage. Nam-Ek stepped off of Buffy's chest allowing her to gasp for much needed air. She looked over at Jonathon to see him lying unconscious on the ground Martha checking if he's okay as Aethyr walked toward Nam-Ek. Buffy could hardly move, Nam-Ek had broken her ribs. She looked up at Clark, a swell of relief within her. "I am Kal-El," Clark said glaring at his two Kryptonian adversaries.


	4. The Yellow Sun Sets

-Chapter Four-

_The Yellow Sun Sets_

"Kal-El, you have returned," Nam-Ek said, giving a flicker of a smile which didn't mask his distain at seeing Clark.

Clark glanced over at his father; X-raying him briefly. A rush of relief filled Clark's body as he saw no serious injuries through Jonathon's body. He looked at his mother becoming rigid at the sight of her injuries. He didn't even need X-ray vision to see them, they were plain as day in front of him. Her leg was strapped up in a cast, her crutch left on the floor as she looked over Jonathon glancing back and forth at her son, her husband and Buffy; who lay weakly at the side of the hall.

Clark glared at Nam-Ek and Aethyr, the destruction they had caused in the space of a couple of hours was catastrophic. Fallen debris lay across the floor the once polished floor lying underneath it. The whole corridor was filled with darkness the colour ripped from it as the lights swung from the ceiling, sparks shooting from dangling wires. Clark could hear some of the people left behind crying for help, it made his blood boil to see the source of all this stood before him. "You're from Krypton," Clark snapped angrily.

"Yes, we are," Nam-Ek said calmly, "you are not the last of our people as you thought. We are all that is left of a great civilization. Join us?"

"Join you?" Clark spat. He looked over at Buffy, they'd really done a number on her, by just stepping on her Nam-Ek had broken her ribs. He wondered how long she had lasted. He knew that he was at least two times stronger than her maybe stronger but he was one whereas they were two. He felt a swell of pride at the thought of her lasting so long with them and yet an unquestionably large weight of guilt slammed on his shoulders as he thought of how he could have helped. How he could have stopped her from getting hurt. Clark glared at Nam-Ek and Aethyr his eyes becoming filled with rage at the mere sight of them. "Why should I join you?"

"Our powers surpass these _humans_," Aethyr said looking at Buffy and the Kents loathingly, "together with the Key we could rule this planet. Bring back our world."

"Bringing a Utopia among this savage land," Nam-Ek said holding out his hand to Clark, "join us."

"This is no utopia," Clark said sharply, "this is murder."

Nam-Ek sighed indignantly. "Just like your father," Nam-Ek growled under his breath. "He could never see the big picture."

Clark glared at Nam-Ek readying himself for a fight. He didn't like fighting, he only did it if he had to. Living in Smallville he'd had to fight a lot yet he'd always held back on his attacks, in case he hurt anyone. He didn't want to hurt anyone. But, these two they were in his league, they had caused so much destruction, he wanted to hurt them.

"We can not kill you Kal-El, but we can lock you in a place where you will not interfere in our plans," Nam-Ek hissed, "hold him," he ordered Aethyr.

Aethyr darted at Clark grabbing his arm and twisting it. Clark groaned in pain falling to the ground as Aethyr pushed his arm back. Clark looked down at the ground in pain. He had to push past the pain no matter what, this was the first time with his powers he had felt pain from another person, he wasn't going to let it hold him back. Clark grit his teeth tightly knowing this may hurt as he grabbed Aethyr's wrist pulling her down and charging into her side ways. Like steam train he slammed her through the hospital wall into one of the hospital rooms.

Aethyr slammed her feet to the ground using Clark's weight to spin around tossing him through the adjacent wall. Clark flew through the many hospital rooms, crashing through each concrete wall as if they where paper. He slammed against the last wall falling to the ground. He felt a twinge in his back as he got to his feet weakly. Aethyr smiled at him through the holes in the wall. "Clark!" Martha cried, "Clark are you okay?"

"I'm fine," Clark replied glancing over at his mother. Clark's eyes widened with horror as he saw not his mother speaking but, Nam-Ek.

"Well that won't do will it," Nam-Ek said, a gut wrenching feeling hitting Clark as he sounded like his mother. Nam-Ek smiled as he pushed Clark's face in the wall slamming it. "You've been living among these humans for too long Kal-El," Nam-Ek growled in his own voice.

"Lucky me," Clark snarled weakly his eyes flashing a fiery red as he focused his sights at Nam-Ek's chest. Two blast of heat vision shot at him blasting Nam-Ek out into the hallway.

Nam-Ek growled angrily as he got to his feet glaring at Clark. Clark stepped forward crashing into the wall again as Aethyr pinned him to the wall. "Do it now," Aethyr cried.

Nam-Ek took out a small silver bracelet, octagonal with kryptonian symbols etched around it. He tossed it at Clark and Aethyr the bracelet widening as it got closer until it opened a blue hole in the air behind them, as if the bracelot had ripped apart the fabrics of existence for this portal. Clark looked deep within it, his eyes widening at the sight of it, it was terrifying to see what was within it. He turned to see Aethyr smiling cruelly at him as he felt himself being pulled into the portal. "Time to go Kal-El," Aethyr sneered.

"Not yet!" Clark snarled grabbing Aethyr pushing into her catching her off guard and throwing her to the portal. Clark turned quickly to Nam-Ek hearing Aethyr's screams as she slowly floated into the portal, as though the gravity had been taken away, causing her to fall uncontrollably into the portal.

"Noo!" Nam-Ek roared lunging at Clark.

"Clark look out!" Buffy cried as Clark readied himself, he already knew what he had to do. He dropped to the ground, Nam-Ek flying over him looking back at Clark as he dived accidently into the portal. Clark watched him spitefully as his eyes widened slowly with realization as he fell into his prison. The portal closed as he fell in, turning into a thin diamond shaped pane of glass, Aethyr and Nam-Ek's faces planted against it. The glass spun around at great speed like a boomerang it flew out of the window disappearing into the heavens.

Clark turned to his parents and Buffy, all of them looking at him with pride and relief. He glanced back at the window to see the sun starting to set. _You must return before the yellow sun sets_, Jor-El's words echoed in his head. He looked back at his parents as his Mother helped his father to his feet. Clark ran towards them helping Jonathon up. "Are you okay, dad?" Clark asked helping Clark up.

"I'm okay son," Jonathon groaned rubbing his throat, "I think your friend needs more help then me."

Clark looked over at Buffy darting over to her. "Hey, you okay?" he asked gulping as he tried to catch his breath at the thought of what he saw with his X-ray vision. "You'll be okay," he corrected himself.

"Thanks," Buffy said as he helped her up. "Where've you been?" she snapped punching him in the arm with at least half her strength, well as much as she could muster. Clark groaned in pain, feeling as if his arm had just broken from the sheer force of Buffy's punch. He knew it wasn't her hardest, yet why did it hurt? He thought. "What's the matter?"

"I don't know," Clark groaned rubbing his arm. He winced as something cut his hand. He looked at his hand. His eyes widening as he saw something he had never seen before.

"Clark, what's the matter?" Martha asked concerned as she saw her son's face.

"Is... that blood?" Buffy gasped her face matching Clark's.

Clark looked up at the window to see the sun had set. He looked back at his hand. Jor-El had took his powers away; he was human.


	5. Mortal

-Chapter Five-

_Mortal_

Clark felt his arms ache and his back strain as he pulled the long rough rope towards him. He is not alone; otherwise he would not be able to do this. All the men of Smallville stood gripping a rope each attached to a barn wall, not complete yet, but sturdy and well built. "Pull!" yelled one of them men leading the rebuilding of the Mark's barn. The men pulled in unison all of them feeling the strain and the rough scratches from the ropes until finally its stands towering over them. Clark and Jonathan ran to the beams nailing them in place.

The on looking women and children cheered from the distance, distributing orange juice to the hard workers. The men wiped their sweat drenched foreheads as they gulped down the orange juice admiring their handy work.

"This is harder than it used to be," Clark huffed as he hammered the beam into place.

"You're adjusting son," Jonathon said understandably, "it took you twelve years to adjust to your powers, being human will take time too."

"Good thing you got some strapping gents like us to show you how its done," Xander said with a broad smile across his face as he patted Clark on the back. "Ain't that right Giles?"

"Y-Yes," Giles weazed, taking a large gulp of his orange juice.

"I wanna thank you again for staying to help rebuild the town," Jonathan said shaking Giles' hand gratefully.

"Hey no problemo," Xander chimed. "We're happy to help."

"I'm afraid we may have to leave soon though," Giles said somewhat guiltily, "Buffy can not be gone from the Hellmouth for too long. The dark entities surrounding the area may take serious advantage to her absence."

"We understand," Clark nodded, yet wishing they could stay longer, it was nice having some people who understood him around. Although with Chloe knowing maybe it won't be so hard, Clark thought to himself. Clark shook his head as knocked out that thought, it didn't matter that Chloe knew his secret, there was no more secret anymore. He was mortal now.

"By the way where is Buff and Will," Xander asked looking around.

"Lana took them into town for a tour," Jonathan said with a tone that said he didn't approve of them shirking away from work. Although Buffy had sped up the rebuilding quite a bit so he wasn't going to say anything.

"Perhaps Xander and Clark should join them?" said Giles cleaning his glasses roughly, "I heard Mr Hubbard say that the wood for the walls won't be here for another two hours."

"Okay," Jonathan nodded, "be back to unload the wood."

"Wow, this is way better than the Expresso Pump," Willow awed as she spun around looking at the inside of the Talon, one of the only buildings to survive the meteor shower.

"I'm loving the Egyptian décor," Buffy added looking at the hieroglyphic patterns and paintings on the wall, a mixture of yellows and oranges cutting off between the walls and pillars stood between them.

"Thanks, I'm just glad it didn't get destroyed in meteor shower," Lana chuckled making their drinks and passing them to Buffy, Willow, Tara, Chloe, Riley and Dawn as they took their seats at the counter.

"So, was I," called out a familiar voice, Buffy knew it and it made her cringe. An anger seemed to go through as she hear the arrogant droll from behind her turning to see Lex Luthor smiling at her. "Lex Luthor," Lex smiled holding out his hand.

"Buffy Summers," Buffy said with a harsh pleasantness, taking his hand making sure to squeeze a little bit harder than she should have.

Lex groaned as she squeezed, smiling to hide his pain. "Quite a grip you got there," Lex chuckled weakly as Buffy let go of him. "I'm sorry we never met during my visits to Sunnydale. Clark speaks very highly of you," Lex smiled glancing over at Riley with a mocking smile.

"Nice to see you again, Lex," Riley said stonily, trying to sound pleasant yet every bone in his body raging at the sight of the man who had betrayed him, manipulated him and turned him against Buffy. "You seem to be doing well," he said bitterly.

"Well, I can't complain," Lex smiled he glanced back at Buffy then at Riley, "I can see everything _seems _satisfactory in your end."

"It is," Riley said wrapping his arm around Buffy to reinforce his words as he glared at Lex's mocking smile. Everyone else seemed confused, well Willow wasn't knowing all to well why the atmosphere had become so tense.

"Lex," Clark's voice came behind Lex. Lex turning to see Clark a smile forming on his face, though for everyone around it was hard to tell if it was sincere or the same mocking smile he had shown for the past few minutes. "Good to see you. I thought you'd still be in Metropolis."

"You know me Clark," Lex smiled with a chuckle, "always happy to help."

Clark smiled looking over at Buffy and the others. "So how've you liked the tour of Smallville?" Clark said pleasantly, walking away from the Lex to sit next to Dawn.

"It's okay," Dawn shrugged, "kind of like Sunnydale, except not creeping."

"We kind of had our share of creepy," Chloe chuckled smiling at Clark as they both shared a thought of the meteor freaks running around.

"Mrs Kent, can you serve this customer for a moment while I get something from the back?" Lana asked as a redheaded man stood at the counter.

"Of course," Martha nodded walking around the counter as Lana walked into the backroom. Clark watched her as she left a small flicker of a smile on his face. "How can I help you?" he heard Martha say.

"You sure this is what you want?" Chloe mumbled to him checking that no one could hear, well mainly Lex.

"It's what I've always wanted Chloe," Clark mumbled his eyes twinkling with happiness. He glanced over at Buffy for a moment.

"But which one do you want?" Chloe said knowingly.

"Clark?" Buffy interrupted as Clark opened his mouth to reply to Chloe. Clark turned to Buffy who seemed apprehensive. "Can I have a talk with you?"

"Yeah sure," Clark said standing up and walking over to the corner booth with Buffy. "What is it?"

"You're human?" Buffy said softly.

"As human as the next guy," Clark smiled.

"You sure this is what you want?" Buffy said softly.

"You sound like Chloe," Clark groaned a little exasperated.

"Like I've told you before, blonds can be smart too," Buffy chuckled. "You had powers I couldn't even imagine, Clark. You saved my life a few times in the time we met and I came here to repay..."

"You've saved me too Buffy," Clark interjected. "Against Ken, Professor Walsh and Adam."

"I know but, it just never felt like enough," Buffy said dully, "when we met I was a wreck. I'd lost the fire. I'd lost myself. Meeting you I don't know... it was like you guided me back home. Even if you didn't go home yourself," she added with a glare. "You could do that with so many people Clark."

"I've saved my fair share of people Buffy," Clark said softly, "with my powers and without. But in a way I've always wanted to be normal. To feel pain. To actually be able to grow old. No more secrets and lies."

"I know how that feels," Buffy said understandably. "So, you and Lana seem happy?"

"Yeah we are," Clark said with a broad smile, "no more secrets."

"Does she know?" Buffy said knowingly.

"No," Clark said, "but she doesn't have to know. That's not me now."

Buffy sighed, "are you sure that's fair? You don't lie to her no more, yet you hide the biggest one."

"You're worse than my dad," Clark chuckled weakly, "with the guilt trip."

"I just want you to know what you're getting into," Buffy said, "I lost my powers once too... it didn't really pan out how I thought. I hope it works out for you Clark. I just want you to know, that to me... you're anything but normal."

Clark let out a chuckle under his breathe taking Buffy's hand smiling at her. "I guess I was wrong," he chuckled.

"About?"

"I thought you were going to tell me you wanted me now I was a normal guy," Clark said smiling weakly, "I mean that's what you want right?"

Buffy looked over at Riley a small smile flickering across her face for a second. "Yeah," she said softly smiling again. Clark didn't need X-ray vision to see what was behind the smile.

"They're looking cosy aren't they?" Lex said glancing over at Buffy and Clark as Lana walked in from the backroom. "Didn't know Clark and Buffy were so close, he hardly mentions her. How about you?"

"This is the first I've heard of her," Lana said glancing over at them holding hands, her eyes twinkling with hurt.

"I'll have this coffee to go," Lex said taking his coffee, "I think I've seen enough," he added as he saw Clark wince as he burnt his lip on his coffee. Lex never stopped watching the two as he left the Talon looking back at Lana for a moment he couldn't help but smile as he saw the seeds of doubt in her eyes. This was too easy, he thought satisfied.


	6. Bullet Wounds

-Chapter Six-

_Bullet Wounds_

Buffy looked away from Clark as he surveyed her closely. She heard the words repeating in her head _"I mean that what you want right?"_ is it what she wanted? She had told Clark that when they had last parted at Sunnydale airport. _"I need some normalcy in my life,"_ she had told him, a twinge of guilt hitting her stomach as she looked at Clark. She glanced over at Lana and Riley, a sour taste in her mouth as she held Clark's hand. She let go smiling weakly.

"How are things with you and Riley?" Clark asked awkwardly.

"Good," Buffy said hastily, "we're doing good."

"You sure?" Clark asked not convinced yet not going to push the subject.

"Yeah, how about you and Lana?" Buffy asked sheepishly.

"We're great," Clark said smiling broadly, "I finally feel like we can be together."

"But Clark, like I told you, she has a right to know about your life," Buffy said firmly.

"I know," Clark said softly, "and I will... someday. But right now, I just want to bask in the normalcy for a while."

"Okay," Buffy said equally not convinced with Clark's answer.

"Don't give up on Riley," Clark said firmly yet quietly so the others couldn't hear what they where saying. "I can see something not right and don't lie. It's written across your face. He's a good guy, he may have issues but he loves you."

"I know," Buffy nodded smiling meekly.

"Do you?" Clark asked surveying her closely.

"I..." Buffy opened her mouth to say something but is cut off by Riley sitting down next to her.

"Hey, what you two talking about?" Riley asked pleasantly kissing Buffy on the forehead.

She smiled weakly looking over at Clark. "Just... hero stuff," Buffy joked dully.

"Ex-hero stuff," Clark corrected. "I'm passing the baton on to the real heroes," he winked to Buffy.

"Well thanks for the endorsement," Buffy chuckled, "but I think I've been doing this hero gig longer than you."

"Touché," Clark joked. He glanced at both Riley and Buffy standing up slowly, "anyway," he groaned as he got up, "I think I best be heading back to the rebuilding. I'll see you guys later."

Clark glanced at his watch. His eyes bulged with horror as he realised four hours had past. All this talking with Buffy had flown by. He gulped at the thought of his father waiting for him as well as the rest of the building crew.

"Xander! We best head back!" Clark called over to Xander. Xander nodded looking wide eyed at the clock having the same panicked expression as Clark. "We'll see you guys later," Clark said to the others.

Lana walked to Clark wrapping her arms around him. "I'll see you tonight," she said happily smiling up at him as her head barely reached the top of his neck.

"Looking forward to it," he said cheerfully leaning down and kissing her on the lips. Lana smiled as she had to stand on her tip toes just to kiss Clark. They parted, Clark pulling her into a hug. She glanced over at Buffy who seemed to be talking intently with Riley. Her hazel eyes seemed to cross to Lana as though sensing she was being watched.

Clark and Lana parted. Clark kissed her one more time. "I'll see you later then," he said softly. She nodded. Clark turned to Xander. "Come on we best go."

They turned walked hurriedly out of the Talon. Clark glanced over at Buffy and Riley talking a mixture of happiness filled him as they talked intently and yet a mix of jealous as he wished it was him sat there. He shook his head as he glanced back at Lana. This is what he wanted; he thought to himself, Giles was right. They weren't right. It wasn't right.

"If we hurry we can make it," Clark said as he made it to the truck. Xander ran around the other side.

Clark stopped turning as he heard a click. It was a familiar click. The click of a gun. An unshaven hooded man stood before Clark holding a gun at his face. "Wallet, now" he barked holding the gun at Clark.

"Hey buddy, we don't want any trouble," Xander said smiling a broad smile weakly.

"I said give me your wallet now!" the man snapped.

"Okay," Clark nodded reaching into his pocket watching the man closely. A searing fury burning in him as he found himself in this situation. For a moment he wished he had his powers. The man glanced over at Xander who looked at the scene almost frozen. Clark looked at the scene frantically deciding to take his moment. He smacked the gun from the man's hand, sending a jaw breaking punch to the guy's face. If he had had his powers the man's face might have caved in but the most Clark could muster now was a bloody lip.

The man fell to the floor. "Xander call the police," Clark ordered moving towards the man to hold him down as he tried to scurry to his feet. The man rolled around to his front.

BANG!

Clark gulped as something hit. Something fast. Something small yet hard. It cut through him. The air being ripped from him as it hit him. His eyes widened as he looked at the man holding the smoking gun. All he saw was relief in the man's eyes. He looked down to see a red blotch on his blue t-shirt.

It was blood.

His blood.

He looked back at the man, his head swimming as he watched the man run away. The sound of shouting echoed from the side of him. His vision started to blur, his throat started to close up, filled with saliva. Who was it that was shouting? He tried to look but his legs buckled and he crashed to the floor. It took all his might to keep his eyes open as glanced up. He realised who the voice belonged to. He chuckled inwardly at his own stupidity as he saw Xander knelt next to him. The sound of hurried footsteps. The sound of screams. The sound of tears. They were all drowned out by his own will to stay awake.

------------------------------------------------------------------------------------------------------

Hurried voices. The banging of doors. Clark could hear them all as he tried to stay awake. His eyes stayed shut as he held back the pain. The drowsiness creeping through him as he lay across the stretcher bed holding his wound. No matter how much he wanted to, he couldn't put pressure on the wound, his muscles feeling weak and floppy. He breathed shallowly as the breathing mask sat pressed around his mouth. His eyes flickered on and off for a moment. He could see paramedics shouting technical information that he knew meant trouble. He laughed inwardly as he realised what he had just thought.

Of course its bad, a voice in his head said, you've been shot.

People past him. They became blurs beneath the bright lights hanging from the ceiling. He squinted his eyes trying to make out the blurs. His vision faded in an out as he tried to focus. He saw them whimpering, trying to hold back their tears as the looked down at him.

He could see them. For a moment they were clear. He could see them all. His mother, Lana, Buffy, Chloe all following him. Tears dripping down their faces at the sight of him. Saw the arm of his father pull his mother towards him. Chloe pulled away, leaving just the two. Buffy grit her teeth trying to be strong. Lana was distraught. All he wanted to do was take their hands and tell them he was going to be okay. But then, he didn't even know. They drifted away as he banged through the doors by the doctors. He hoped he'd be okay. For them. He wanted to see their faces one more time.

Two blank grey eyes stared out through the glass. They weren't the eyes of a sane man. They were the eyes of a man in trance. The inaudible mumbling matching them and the strange etchings across the white walls and floors surrounding him. This was not his father. His father was ruthless, ambiguous in his behaviour and not so much of a maniac that he'd be stuck in a trance in a padded cell.

Lex Luthor stared at the catatonic Lionel through the glass of his cell. He listened closely to the mumbling. Glancing at the symbols etched on the wall. They seemed to follow him everywhere. In the Kawatche caves, the stones, the Kent barn, the Kent's field and now he's found his father etching markings on his floor and in his cell. What did they mean? Lex thought, they connect to Clark he concluded and yet they seem to drag him and his family into it. Why? He cried inwardly, what did they mean? What was coming?

He stared at his father's stare as though looking for the answers. A jingle tickled his leg as his phone vibrated in his pocket. He looked down at the phone answering it keeping his eyes on Lionel. "Is it done?" Lex said coldly. He nodded as he got his answer. "Good, what happened?" His mouth fell as he heard the answer. He stabbing shot hit him in the stomach as he heard it. It couldn't be, he thought, it's impossible. He looked at Lionel closely. What was going on? Lex moved the phone to his mouth. "For you sake. You best hope he lives."


	7. The Balance of Nature

-Chapter Seven-

_The Balance of Nature_

Lex paced up and down his varnished wooden floor, the sun flashing through the multicoloured pane glassed windows into the Luthor study. The study seemed emptier than usual, at least for Lex's taste. He glanced at the mini bar where he and Clark had drunk and talked about Lex's plans for LuthorCorp, the pool table Lex had given Clark advice about Lana. Everything in the room haunted him from the wooden bookcase, the marble walls and fireplace. They all sat dead around him. A graveyard of his skeletons. The skeletons of his old friendship and sins.

"I want a team of specialist flown in from Metropolis General," Lex ordered down the phone with the same no nonsense tone he for all his subordinates. "Tell the Kents I'll take the bill. I want Clark Kent the get the best treatment money can buy. Have them at Smallville Medical in one hour or you'll be living the rest of your career in Egypt."

He slammed his phone shut falling down on his soft leather couch. He glanced down at the symbol down on the floor. Is this what my life is filled with now? Lex thought to himself, obsession and deception. My obsessions destroying my friends.

_It's not like he's ever been honest with you_, a voice in Lex's head argued.

Is it my right to know what Clark's hiding? Lex argued back, it's his life.

_He lies to you, steals the stones from you and interferes in your plans at every turn and now he tricks you,_ the voice snapped back in his head.

Lex put his head in his hands rubbing his eyes trying push the thoughts from his head. _And what about Lana? Does she deserve to be lied to? You and her are the same? Clark has had so many chances with her. You deserve it now, you've always been good to her_, the voice echoed. _I know he flaunts the other woman before her. It's sick. Clark is just as dirty as you.... even DIRTIER!_

"Lex?" came a voice outside the darkness of Lex's hands. He lowered his hands from his face to see a tear stained Lana at the door.

"Lana," Lex gasped looking at her intently, not believing she was there. He stood up slowly staring at her. Silence etches between them, both unable to speak. "I heard about Clark. How is he?"

"They're operating on him," Lana croaked trying to hold back the tears, the tears that tried to come out from her dried out eyes. She had done so much crying the past hour. "I couldn't watch them cut him open. I just needed to go."

"I've got a team of specialist coming in from Metropolis to do everything they can," Lex said placing a hand on her shoulder.

"It's just so hard," Lana said, "I know he loves me. But I see the way he looks at that _girl_. The way she looks at him. Both of them trying to be noble, trying to do the good thing and not be selfish," she paused wiping her eyes, "and yet they're the most selfish people in the world for making us live in this sham. And I'm sat in the emergency room watching them operate thinking I'm the selfish one. Like I'm the one doing wrong and even now I do. I should be there with him and I run away. I always run away from him and I don't know why... mainly cos I knew this day would come. He always ran off to save the world and I always knew his luck would run out."

Lex pulled her into a hug. "We can all be selfish at times," he said stroking her hair. His inside quivering as he felt her next to him. "But that's what makes us human. All we have to do is know when it's right to be so."

"How do you know?" Lana said softly through tears.

Lex looked on the answer was the gods honest truth. For the first time in the past day, he was honest. "I don't even know most of the time," he said quietly.

Buffy walked slowly towards the operating room. It was darkened and empty; the surgeons have left, leaving Clark alone. She felt sorry for him as he lay silently, weakly in the room. He was alone. His greatest fear. She felt her insides ripping apart as she saw him lying there; she held back tears as she walked slowly to the chair next to his bed, almost waiting for her to sit down.

She looked back at the others in the waiting room. Jonathan was consoling Martha as she sat teary at the thought of her son dying. Willow took care of Dawn; she was shaken up, though Buffy couldn't blame her, a small twinge of guilt at the fact Dawn had to see this.

Buffy sat down in front of Clark. "Hey," she said weakly, "who'd have thought a bullet could hurt you," she joked weakly, "you're a tough guy. You've been to hell and back. You pulled me from it. I never got to thank you for that. You walked into my life carrying that ring with a swagger with not a care in the world. You made feel like I wasn't alone, even in your darkest hour you shone a light in my life. You guided me back home."

She sniffed taking his hand. "From the moment I met you I knew you were special. To me, even if no one saw it. I something in you, something good," she croaked sniffing back the tears as she gripped his hand tight, "and that's what makes this so hard... that's why from the moment you came back in my life I've been pushing you away because my life is filled with darkness and anything good is taken away... I can't have you taken from me... I can't... that's what I meant when I said you're anything but normal... you're special Clark. You've always been special... to me."

"Nice to know how you truly feel," came a voice from behind Buffy. Buffy spun around to see Riley leaning against the frame of the door. "Came to see how you were... but obviously you're not doing so good."

Buffy opened her mouth to speak. To apologise. To explain. But a loud high pitched beeping echoed through the room. Buffy turned to see the life support monitors beeping a static line. Buffy's eyes widened and her stomach felt empty and bottomless as she saw the beeping line. He was dying. Doctors exploded in the room pushing her out. She let go off his hand, the door slammed in her face. She glanced at Riley who stormed off. She looked back, any other day she would feel guilty but the hundreds of emotions where exploding from within with each shock Clark received from the derfibrilator. She flinched with each shock. Her heart stopped as she heard doctor say the words she'd been dreading. "Time of death, 18:03pm..."

Lionel's eyes flashed open with each shock of the derfibrilator. The greyness disappearing.

SMASH!! The glass exploded, Lionel stepping out of the padded cage he had spent a month within still within his trance. He looked on with a look of determination rocketing off.

Buffy stepped out into the waiting room. Her entire body shaking. She could hardly believe it. She was frozen. "Buff, what happened?" Xander asked worriedly.

Buffy's lips quivered and she shook her head as she tried not to believe what had happened. She heard Martha's cries of agony muffled against her husband's chest. Willow wrapped her arms around Buffy as she collapsed into her best friend sobbing. She could see Dawn stood in shock looking at the floor, Xander and Giles both clenching their jaws trying to hold back anything; trying to stay strong.

A doctor walked into the waiting room looking at the Kents gravely. "Mrs and Mrs Kent..."

"Doctor!" her colleague exclaimed running around the corner. "It's the Kent boy.... he's gone!"

Clark's flickered open as a bright light twinkled against him, it danced across his face penetrating his eyes. Where was he? He thought. He looked up to see crystals, crystal columns; it couldn't be? He got to his feet looking around. He was in the Fortress... how? To add to his confusion stood before him was Lionel Luthor. "Hello Kal-El," he said.

"How do you know to call me that?"

"You're my son," he said bluntly.

"Jor-El? How did you get me here? What happened?" Clark asked confused.

"When this body was activated by the crystal, it became a vessel for me to inhabit should you ever need me," Jor-El explained, "that time is now."

"I'm dead?" Clark asked yet knowing this was not true.

"Your mortal journey yes," Jor-El nodded, "but your imminent destiny is too important to sacrifice. A great evil has risen from Krypton."

"I stopped that evil," Clark argued, "those two Kryptonians..."

"Where just the foot soldiers," Jor-El interrupted. "What they were searching for was much more precious."

"Which is?" Clark asked.

"A key to the gateway of other worlds," Jor-El stated, "once activated it shall bring about the apocalypse."

"Well where is it?" Clark asked.

"It was here in this Fortress," Jor-El replied, "or rather the crystal that constructed it. Once activated the crystal created a body and life for the key sensing a dark force coming to Earth."

"Who is this dark force?" Clark asked.

"The Brain Interactive Construct," Jor-El said with a touch of loathing, "a kryptonian artificial intelligence built to serve it leader General Zod. It will use the key to release its master from the Phantom Zone."

"Where is the key?" Clark asked.

"In its human vessel," Jor-El said softly, "the girl known as Dawn Summers. The fortress created memories for the Slayer and her friends as well as you to believe her to be her sister."

"She's just a child!" Clark barked, "how could you do this?!"

"I did not," Jor-El sighed, "The fortress has a fail safe should a threat be made to the key. What it does I have no control over it. Kal-El, it is imperative that you protect the key at all costs."

"But I'm human?" Clark replied harshly glaring at Jor-El, still blaming him for Dawn.

"You will return with all you natural gifts," Jor-El stated bowing his head about and looking back at Clark, "unfortunately, this rectification does not come without a price... the life of someone close to you shall be exchanged for yours. This was your decision Kal-El, when you relinquished your powers and disobeyed me. For everything in nature there is balance."

"Don't bring me back."

"The life force that has brought you back will be taken from someone close to you. The lessons we learn from pain always make us the strongest," Jor-El said hugging Clark, giving no small comfort for the ticking time bomb he had left him. "Always know that I love you," he added. A bright flash of light engulfed the fortress.

"I'm sorry Mr and Mrs Kent! But we tried everything! We don't know what happened," the doctor cried hastily as Martha and Jonathan stormed to where Clark was. "I'm sorry but your son is..."

"Back to normal," Clark said as he sat up from the bed. "Just a slight twinge from the bullet wound. Nothing bed rest won't sort," he joked looking over at everyone. Buffy looked at him in awe. "You okay? You look like you seen a ghost," said smiling broadly. Buffy smiled weakly her knees buckling as she collapsed to the floor.


	8. The Parting of Ways

-Chapter Eight-

_The Parting of Ways_

Buffy sat in the talon looking down at the mocha she had just ordered, the extra whipped cream hanging over the edge of her red dotted patterned mug. She cupped her hands around it thinking of her mother's words. She had spent nearly an hour talking to her mother the night before, god knows how much there hotel bill will be after the phone call. Dawn had spent half an hour on the phone talking hurriedly and excitedly to her mother about Clark coming back from the dead.

My god he came back from the dead, she thought trying to get her head around it all even for Clark this was a bit much. How could someone come back from the dead? Clark had been mortal when it had happened and now he had his powers back, was this meant to happen? Did he remember what she had said to him?

"And what is wrong with him remembering?" Joyce had said the night before down the phone. Buffy could hear the teasing tone in her voice.

"I turned him down before and he's moved on," Buffy moaned down the phone, "He's with Lana and I'm..."

"Buffy if he has half a brain he'll feel the same as you," Joyce sighed amused by her daughters insecure behaviour, "but sweetie, you have to finish things with Riley. Not for Clark. But for him. He deserves more than to be second favourites."

I know, Buffy thought to herself as she took a taste of her coffee, it was bitter in her mouth. The cream had lost its whippery goodness. It left a bad taste in her mouth as she gulped it down at the sight of Riley at the door. Her heart seemed to fall down in her stomach as she saw him there. He seemed harsher and harder, his whole demeanour seemed to be the look of a man who had fallen from grace.

"Hi," he said sitting down in the chair or rather slamming down in the chair. He was unable to look at Buffy. "I guess I know what this is about."

"I'm sorry," Buffy said softly.

"No, I should've known," Riley mumbled, "why would the great slayer want a lowly man like me?"

"Don't be like that!" Buffy snapped angrily, how could he say that? Did he even know her if he thought that was it, "I loved you. I gave you everything."

"But your heart," Riley snapped back, "something you could obviously give Clark just as easily."

"It wasn't that easy," Buffy said, "I didn't know until he was like that. I thought he was going to die for god's sake. I didn't want him dying without knowing."

"Nice to know you can tell him things, but you leave me to find out by myself," Riley sneered glaring at her. "Guess I should form a fan club with Spike..."

"Don't mention him," Buffy spat loathing the memory of Spike proclaiming his love to her, "you're not even in his league. You're above Spike. I still love you, but not that way. I'm sorry. I tried to, I really did. But I just can't."

"I know," Riley sighed after a long glare, his face relaxing. "I've known for a while. Ever since... well you know," he shrugged, "guess I messed things up pretty badly."

"It wasn't anything you did..." Buffy said guiltily.

"Just one of them things," Riley said softly looking down and then back at her, "I'm leaving. Black Ops, it's where I'm needed."

"When?"

"Tonight, they've been contacting me for a while... but I thought I was needed. I guess I'm not," Riley said standing up. He looked down at Buffy for a moment, "Goodbye Buffy."

"Bye Riley," Buffy croaked smiling weakly. So did he and then he left.

Clark looked out into the fields surrounding the Kent farm, the sun was setting against the stretch of field sat under the barn window. The sun shone into the upper barn leaving darkness as it set. Clark watched the sun, wishing his worries would set as easily as the sun did; just disappear. But no, they wouldn't. He was stuck with them.

_The life of somebody close to you will be exchanged for yours_, Jor-El's words echoed in his head over and over again. He wished he had not come back. Why hadn't Jor-El told him what it would cost losing his powers, he thought angrily as he clenched the barn door. Splinters snapped against his fingers from pressure of his strength. He truly did have his powers back he thought as he looked at the bent wood.

"Clark?" came a voice, a voice that he would have longed to hear; a voice he wished he'd heard on that operating table. A voice he'd never hear again. He turned around to see Lana stood at the stairs. Her eyes were red and puffy, she'd been crying. His doing. He had brought nothing but worries and despair to her. Today was no different. "You're alive," she beamed.

"More or less," Clark said glumly a smile flicking at his face. It was a weak smile. There was no time to smile.

"Chloe told me what happened," Lana said, "you are full of surprises. Coming back to life."

She suddenly jumped on him wrapping her arms around him. His heart seemed to ache as she did this, making it harder for him to say the words he had to say. "I thought I'd lost you," Lana said tearfully, "I'm so sorry I wasn't there."

"Me too," Clark said.

Lana let go off him looking at him for a moment.

"Clark," she said, "what's wrong?"

Clark remained silent. He backed away. It was easier this way. "I can't be with you," he said quietly, it was like a whisper yet it was loud enough and seemed to drum into Lana like a steel drum.

"W-what?" Lana said shocked, her mouth open and the prospect of tears threatening to break through her eyes.

"I can't be with you," Clark said lifting his head so he could look at her. It was like he needed super strength just to lift it up. "I realise that now... it's not working..."

"You don't mean that," Lana argued her voice harsh and filled with pain, "you look me in the eye Clark... and you tell me that you don't love me."

Clark turned to her keeping his eyes on her. It took everything he had to stop him from blinking. "I don't love you," he said pushing back the pain in his voice. He stood stonily looking at her as tears rolled down her face and she backed away unable to be near him. He couldn't be near her, he thanked god that she was ran off. She ran out of his life. Leaving only pain accompanied with loneliness. It had to be done and unfortunately for him. He wasn't done yet.

"Clark?" Buffy said walking up the stairs. It definitely wasn't over. "I saw Lana," she said awkwardly looking back, "what happened?"

"We broke up," Clark said bluntly turning away.

"Guess it's the day for it," Buffy said. Great Summers, tell him how you feel just when he's broke up with his girlfriend you don't seem like a slut at all. "I broke up with Riley."

Clark spun around looking at her closely. "Why?" He asked surprised.

"It didn't work out the way I thought," Buffy said glumly. She looked around awkwardly, "and he heard me say something... I shouldn't have said."

"Like what?"

"I-," she paused as she saw him. She could see the pain. "It doesn't matter," she added smiling weakly she walked to the couch sitting down. It was better this way, she thought, better he didn't know.

"Buffy about the hospital," Clark said quickly catching Buffy off guard, "I heard what you said. I'm guessing that's what Riley heard..."

"No there was other stuff," Buffy said quickly. She stood up, "Clark. I didn't come here to try and win you over in some Rom Com sort of way," she lied, "or even to tell you how I feel. You know that and I know how you feel."

"But we're both broken," Clark said understanding.

"I prefer cookie dough," Buffy joked, "at the minute we're both stale. Come from a bad batch. We just gotta start all over."

"Both have to find ourselves again," Clark added.

"Besides," Buffy said, "I think we both just need a friend at the minute."

Clark smiled, "for a day until you go back to Sunnydale."

"Well, we'll start our own superhero webpage," Buffy joked, "leave post-its on what villain of the week we've fought."

"That would be nice," Clark said with a foreboding, "but I think villains are going to be a lot worse."

"I'll hold you to that," Buffy smiled with a look of competition. "I best get back to the hotel... start packing."

Clark nodded. "Buffy," Clark called after her. She had to know. Dawn's the key? He thought he had seen her; she didn't look like anything but a girl.

Would she accept her? Clark thought as he watched Buffy walk away, of course she would. But what if she didn't. What if she couldn't? What if all she could do was look at Dawn and think of her as the key and not the sister she'd grown up with. He snapped out of his thoughts to see Buffy looking at him confused. "Do you want me to visit you some time?"

"Yeah," Buffy smiled, "Dawn would like to see her Kalark again."

Clark smiled at the pet name Dawn had gave him when she had first met him. A mix of Kal and Clark, obviously after hearing Buffy's stories of Clark in Metropolis. He watched as Buffy walked away. He hoped he knew what he was doing. For Dawn's sake as well as Buffy's.

Lana stormed into the study of Lex's mansion. The fury from within boiling within and exploding through the doors. Lex looked surprised at the entrance standing up. "Lana, what's the matter?"

"Clark and me are over!" she cried heartbroken. Her voice and harsh and filled with anger.

"I'm sorry," Lex said. "If its any conciliation I know what its like to be pushed away from Clark," he placed a hand on her shoulder, "but he's gone through a lot perhaps..."

"No," Lana snapped, "it's over. He's probably gone off with that bitch. Sneak off to Sunnydale with her."

"Well he was looking into that college," Lex said, "but I thought he opted to stay in Kansas."

"Whatever comes out of Clark's mouth is a mixture of lies and truth," Lana said harshly, "sometimes it's hard to tell which is which."

"Clark was a fool Lana," Lex said firmly in her eyes, "what man could ever let you go."

Lana looked up at Lex his burning at hers. It was hard to look away. She was transfixed. She leaned in. Her lips pressing against his, kissing him. A small flicker of a smile crossed Lex's face between kisses.


	9. Secrets and Lies

-Chapter Nine-

_Secrets and Lies_

Buffy moved through the Saint Mark's cemetery, the hairs on the back of her neck quiver, these places always did maybe it was like her spider sense, she always had this feeling that something was coming or following her. Lately, she had been having this feeling she was being followed a lot. Ever since coming back from Smallville she had been having this feeling.

"Stop following me," Buffy groaned stopping still and rolling her eyes as she smelt the smell of stale ale and cigarette smoke. She turned around to see Spike stood leaning against one of the grave stones scattered across the lawn.

"Can't help it if you're walking in my neck of the woods, pet," Spike smirked cockily flicking the cigarette away. He moved towards her slowly, leering at her, "not scared are ya?"

"Of you?" Buffy scoffed, mockingly her face turning serious, "no," she added bluntly. She turned and walked away stomping through the graveyard as she felt Spike continuing his "stalker routine". "What is this?" Buffy cried impatiently spinning around so she was face to face to Spike, "you think now Riley's gone you can make your move? That because we broke up I'll lose all my senses and come to you."

"It did spring to mind a bit," Spike said shrugging, "not that the soldier boy would bother me... though I was surprised the other boy scout you keep locked away didn't follow you."

"Clark?" Buffy gaped shocked at how Spike could know of Clark.

"Yep," Spike said watching Buffy closely for indication of what was going on, "seemed kind of different ever since your trek to hick ville... get turned down by a farm boy did we?"

"I turned him down," Buffy snapped.

"Sure," Spike said nodding mockingly.

"Twice," Buffy hissed.

"Mmmm maybe I am wasting my time," Spike said thoughtfully looking up, "your not turning over to Willow's team are you? Cos I've been there and..."

"I don't want to know," Buffy groaned with disgust. She stepped back shaking her head lightly, "why am I even talking to you about what happened? It's got nothing to do with you?"

"Yeah, I was wondering that," Spike said wonderously, "why tell a man you don't like... even despise, how you're feeling unless...." he glowered moving forward.

"No unless," Buffy said firmly bringing up her stake. "Now back off."

"You sound like Giles," Spike moaned, "'stay away from Buffy'. God does he say that to every guy who likes you."

"only the bad ones," Buffy shrugged spitefully at Spike.

"Oh well, boy scout must be on top of the list to warrant a daddy dearest chat," Spike scoffed.

"What?" Buffy breathed, her body freezing as she turned to Spike.

"Yeah, warned him off after you beat Adam," Spike said casually yet Buffy could tell he enjoyed telling her, hoping deep down for some sort of reward. "Came round to check on our non staking Spike deal after my little rescue."

Buffy didn't wait to hear the rest as she darted out from the graveyard to Giles' leaving a deeply dissatisfied Spike. "You're welcome," Spike moaned shaking his head, "Christ you try to do some good and where does it get you.... AHHH!!!!"

Spike fell to the floor as an agonizing pain filled his body, a shock from something piecing his body, a tentacle, a metal tentacle.

"He never mentioned a key?" Clark asked pacing up and down worriedly. He had spent most of the past month keeping near Buffy, well as close as he could do without giving away his cover. He didn't know how good her slayer senses were, could she sense him? Or could she only sense vampires? He wasn't sure, but she hadn't noticed him so he concluded that she couldn't. He was thankful for that, the less Buffy knew he was around more he could keep watch on Dawn although he didn't know what he was looking for. What did this Brainiac look like?

"No there is no mention of it in his files," Giles said sat at his desk flicking through one of the many files he had collected whilst working with Virgil Swan. "You still haven't mentioned why this is so important."

"It's best nobody knows," Clark said glumly looking away from Giles. Here he was again, lying to people close to him. He hated that he was back to this, but he had to, for Dawn's sake.

"That bad?" Giles asked knowingly lowering his glasses.

"Worse," Clark groaned softly. "How's Buffy?"

"You haven't heard from her?" Giles replied surprised.

"Not much," Clark said sitting down, "I've been kind of...."

"Pushing away from her?" Giles said knowingly.

"Isn't that what you wanted, Giles?" to Giles' surprise, isn't wasn't Clark who said that. He turned around to see Buffy stood at the door, her face filled with outrage. She looked at both of them. "Where do you get off trying to control my life?!"

"Buffy, I-"

"You told Clark to stay away from me," Buffy snapped ignoring Giles' attempts at protest.

"No, I just didn't think a relationship would be..."

"Ideal for the slayer? Or for me?" Buffy cried indignantly, "your no longer my watcher Giles and your not my father. So tell why you get to control my life?"

"Because he's right," Clark said sternly. Buffy froze as he stood up, "it wouldn't be ideal. It wouldn't be right and you know it."

"I-"

"You were the one who turned me down," Clark said forcefully, "twice. You must have known it wouldn't be right."

"There was stuff going on, maybe it could..."

"No," Clark said, "We live two different lives. Two different destinies."

"Is this the part where you say we can just be friends?" Buffy replied.

"We already are, we never were anything more," Clark said, "we never had a chance to... we both agreed it was best to be friends."

"Yeah we did," Buffy said coldly, "so, is this meeting an Angel repeat or something else?"

"He's looking for a key of some sorts," Giles interjected feeling it best to interrupt the argument. He was feeling rather in comfortable being in between it but he felt it best for another time, another place. Clark groaned inwardly as Giles said this. He was hoping he wouldn't have to drag Buffy into this. But then he had dragged her "watcher" into this, so it was only a matter of time before she did. He just wished it had been

"A key?" Buffy looked at him sceptically, "that's your excuse."

"Jor-El warned me that a being from my home planet similar to ones you faced would arrive looking for a device called the key," Clark said seriously, he hated calling Dawn a 'device' but it was best they didn't know. He still didn't understand why she had been dragged into this. She was just a girl. A part of him knew what Jor-El was saying was true, that he had nothing to do, yet he still couldn't help feeling angry with him. He couldn't help being angry with himself as well, he had created the fortress, he had thrown the crystal. Any harm that came to Dawn was his fault, but he wouldn't allow it to happen. No one hurts the girl.

"You have any idea what this thing looks like?" Buffy asked curiously, her anger for Clark dissipating; only just.

"No," Clark said looking at her closely, she could tell he was hiding something. Clark always was bad at lying, he was too honest. She didn't push him though, it seemed like Clark was filled with secrets. But then so she was she. "All I know is its in Sunnydale. I thought Giles might have heard of it whilst work with Dr Swan."

"So what do we do?" Buffy asked rolling her eyes.

"We protect the key its all we can do," Clark replied.

"I thought you didn't know what it was?" Buffy replied shrewdly catching him out.

Clark hit himself inwardly as he realised he'd let something slip. "I know what form its in, I just don't know what it looks like," Clark lied bluntly hoping it would work.

"And what form is it in?" Giles asked curiously also aware that Clark was hiding something.

"Human form," Clark said with a twinge of sadness.


	10. Splintered Minds

-Chapter Ten-

_Splintered Mind_

They know, Clark thought to himself, they know what form the key is in? My god I'm think of Dawn like she is an object, she's a child, a girl for god sake.

"Mr Kent?" came a voice muffled in Clark's thoughts.

How do I tell Buffy? He thought guiltily his eyes lolling down to the notepad on the desk in front of him. How do I tell her without her hating me?

"Mr Kent?" came the voice again a little more exasperated.

She's going to hate me, Clark concluded, no matter what I do she'll hate me. She has to know, she's involved now. I was stupid to bring Giles into this, of course Buffy would find out.

"Mr Kent?" came the voice more exasperated than before and a lot louder, loud enough to snap Clark out of his train of thought and guilt. Clark's eyes flickered wildly waking him to the scene around. Clark looked around to see his smiling classmates looking at him as his Professor, Milton Fine looking at him exasperated. "Thank you, Mr Kent for making us wait. Now might you be able to discuss what the three great powers in Europe at the beginning of the 1900's had in common?"

"Ermm... they had empires?" Clark said dully.

"Correct," Fine said with exasperation, "though only a partial answer. The great powers did indeed share the quests for more territory as well as protecting their own colonies. But where these empires secure? Was the First World War a clever ruse by the Great powers to distract from growing instability within their countries?"

A bell rung through the room causing Fine to sigh shaking his head as though the bell was an inconvenience, he was on a roll. "Save by the bell," he joked dryly turning to his desk to pick stuff up, "Please read chapter three and four for next week! And Mr Kent please stay behind for a minute please."

Clark sighed throwing his bag over his shoulder and walking guiltily to Professor Fine. "Professor am sorry I..."

"Was in another world," Fine finished smiling warmly, "I don't mind day dreamers Mr Kent. It means there's potential in that brain. Just needs to be tamed." Clark nodded, Fine sighed picking up his briefcase.

"I have a faculty meeting. Remember read chapter 3 and 4. Leave the day dreamer for outside class," he said walking past Clark who stood watching Fine leave. "And Clark. Use that mind of yours."

Clark nodded. Fine smiled leaving the lecture theatre. Clark turned to the door something falling to the floor as his bag swung against Fine's desk. Clark stopped looking at it. A silver rock. A meteor rock. He recoiled a bit. It could be lethal. He had never seen a silver meteor rock. He bent down. There was no effect. Nothing. He was fine. He picked it up gingerly. He winced in pain as the rock cut him, dropping it to the floor. His eyes widened at the piece of rock embedded in his finger. It hurt him. He backed away from the rock on the floor in terror storming out of the room wanting to get away from the rock.

Clark stormed out of the lecture theatre in no time he was out into the front entrance of the Kansas State University. She's going to find out? Clark thought wildly the words repeating over and over again.

Clark bumped into someone on his way across the front courtyard. He turned to a tall bulking college student. He glared at Clark, as he walked away a small smile crept across his face. Clark's squinted at him watching the student closely. Who was he? Clark had never seen her before, why did he smile at him like that? It wasn't a normal smile, it was a knowing smile, goading, he was goading Clark and he knew why yet Clark didn't. That was the point, he knew why, Clark didn't.

Clark felt a weight hit his stomach as he thought filled his mind. He shook his head thinking it was ridiculous. It couldn't be here, Clark thought, but then Clark didn't know what it looked like, What did a Brain Interactive Construct look like? Did he look human? Can a machine be human?

A hand touched his shoulder causing him to jump from his shoes and his buzzing beehive like thoughts. He turned around to see Jenny from his History Class. "Where is the key?" she hissed.

"What?" Clark gasped.

"The assignment?" Jenny said exasperated, "remember? For next week? Have you finished it?"

"Err... No," Clark said shaking his head trying to catch his breath as the fright from Jenny's words shook him to the core.

"Good," Jenny said cheerfully flicking her hair over her shoulder, "cos I was wondering if you wanted to meet at library and we could help each other out cos I am..."

"Excuse me I have to go," Clark said hastily storming off leaving her mid sentence. She didn't look please glaring at him as he stormed off digging into his pocket for his phone. He pressed the buttons shakily, fumbling at them.

"Clark?" came Professor Fine's voice next to Clark. Clark turned wildly his eyes wide and surprised to see Professor Fine.

"Professor?" Clark said shocked.

"I know where it is," he whispered softly. Clark looked at him shocked shaking his head, "Clark? Are you sure you're alright?"

"Yes, Professor," Clark said rubbing the sweat from his head. He backed away towards the steps, "I need to make a call sorry."

He dialled the number for Buffy's home. It rung. An agonising long ring. It seemed to go on forever. Clark breathed heavily. He was unable to breathe as he waited for someone to answer.

"_Clark?!"_ a voice yelled down the phone, it was a girl's voice. It was Buffy. "_It's here! It's after Dawn! Please Help me!"_

Clark's eyes widened as he stared at the phone hearing Buffy's screams. He looked around to check no one was looking before zooming off into a red blur.

Clark came to halt in the middle of the Summer's home. He looked around wildly. The house was bare. No one was home. It looked as if no one had been home for hours. No sign of force entry.

"Buffy?!" Clark yelled, looking up to ceiling looking around, "Dawn?! Where are you?!"

"Clark?" Xander asked confused as he walked into the Summer's Home to see Clark stood there. "What are you doing here?"

"Where's Dawn?" Clark said urgently turning to Xander.

"At the hospital with Buffy," Xander said doubly confused. Why did Clark want to know where Dawn was? Why not Buffy?

"What's happened?" Clark said stepping forward quickly causing Xander to step back, "I heard screaming on the phone."

"What? Clark, Buffy's been at the hospital all day," Xander said moving his hand to Clark's arm gingerly. "Her mother fainted today."

"Is it serious?" Clark said shocked his eyes wide and his voice even more urgent.

"The... they err..." Xander seemed a loss for words, which was a first for him, he gulped as he tried to force the words out, "the doctors said its Brain tumour."

Clark felt his throat close up. He could hardly breathe. He backed away. He felt his legs being ready to buckle. "It's my fault," Clark breathed, "all my fault."

"Clark, its not your..."

"I came back, some has to go, balance of nature," Clark rambled pacing up and down, "he warned me. I didn't listen and now she's going to die and there's nothing I can do... all I do is hide. I hide the truth of Dawn. I hide the truth about everything."

"Hey, CK," Xander said nervously moving toward Clark sheepishly. There was no way he was getting close to him in this place. He had flipped his wig, Xander thought to himself, "it's not your fault... these things just happen..."

"They don't just happen!" Clark yelled furiously, his blue eyes bearing down on Xander, "Mrs Summers dying shouldn't be happening. Dawn being hunted by a Alien Robot shouldn't be happening. None of this should be happening."

Xander backed off keeping his distance.

"I have to find them," Clark said walking to the door.

"Clark, I don't think you should do that," Xander said pulling Clark back. A smile crossed Xander's face. A smile Clark has seen before. A knowing smile, "_It's not like you'll find them... you've told me exactly where they are_."

Clark grabbed Xander by throat throwing him up against the wall lifting him up so his legs dangled. "Where are they?" he snarled viciously.

"Clark!" Xander gasped for breathe trying to pry Clark's hands from his throat, but was unable to match Clark's strength. "Let go, I can't breathe."

"Not until you tell me," Clark snarled. "WHERE ARE THEY?!"

"I already told you," Xander weazed. He fell to the ground as Clark's grip suddenly loosened. Clark felt a harsh pain fill his body, like his entire body was bubbling, his blood bubbling inside him. He gulped through the pain, wincing as his knees buckled and he collapsed to the floor. He flinched in pain at the green glow covering him as looked up at Buffy holding a piece of Kryptonite at him.


	11. The Green Glow

-Chapter Eleven-

_The Green Glow_

Buffy paced up and down unable to comprehend what had just happened. Clark had had Xander by the throat. He had broke into her house and attacked her friend as if she didn't have enough to worry about with her mother in hospital, now this. She just thanked god that Dawn had gone to Giles' , she wasn't up to coming back home.

"What happened?" Buffy said in irritation stopping at the kitchen table as Xander rubbed his throat in pain as Willow stroked him back.

Xander opened his mouth an inaudible wheeze escaping his lips. Buffy looked at him confused, Xander returning her look with a look of frustration turning to Willow and whispering something in her ear. "Hey says he came around to make sure everything was alright and Clark turned all Jack Nicholson on him," Willow relayed the message, "and warn me next time you do that. It tickled," she added with a squeal.

Xander looked apologetically at her glancing back at Buffy. "Any idea why he was acting this way?" Buffy asked trying to think of the best reason.

Xander shrugged whispering in Willow's ear, giving warning this time though. "He has no idea but he was really freaked about something to do with..." she looked at Xander hoping she'd got her words wrong. She looked at him willing him to say she was wrong, "Dawn?" she finished. He nodded.

Buffy watched them saucepan eyed. What was going on? Clark breaks in, goes on a rampage and is looking for Dawn? Has she gone to Bizarro World? She groaned to herself. She turned and stormed out of the kitchen and into the living room. She stopped and looked stonily at Clark as he sat wriggling in a chair in which he was tied to. His binds glowed a bright purple; obviously magic. Tara stood nervously at his side watching him holding a lead box.

"Has he said anything?" Buffy said stiffly.

"0nly rambling," Tara replied.

"Will that hold him?" Buffy asked her glancing at the purple binds.

"W-well I'm not sure," Tara shrugged shyly, "I-I can sense his power. Its... incredible. But at the minute it's wild, uncontrolled. I don't know if my magic could hold him."

"It's holding just fine at the minute," Buffy replied softly. "Thank you for being there for Dawn today."

"Hey no problem," Tara replied, "how are you?"

Buffy opened her mouth to speak. "Buffy?" interrupted Clark. Buffy turned to him. It was only then that she noticed Willow and Xander stood with her. "Where is she? She's not safe? I need to get out of here. Need to go before I give it away."

"Give what away?" Buffy said moving slowly towards him.

"Buffy," Willow said warningly.

Buffy ignored her walking towards Clark. She bent down so she was level with him. "Clark? Tell me? What happened to you?"

"What always happens to me?" Clark whimpered, "I meet a girl, but it doesn't work out... and you know why?" He was asking Xander and Willow.

"Why Clark?" Buffy asked looking at him closely yet feeling impatient.

"Because I keep things," Clark said, "strong as steel. Impenetrable. Man of steel keeps his emotions locked him, Caged. Man of steel not even a man."

"You are a man," Buffy said quickly.

"Always try to believe," Clark said dully, "but I'm not. No man can do what I have done."

"Clark you gifts what make you better than any man," Buffy said proudly.

"Hey!" Willow cried offended. Buffy turned to her confused. "said Xander," she added with a weak smile.

Buffy rolled her eyes returning to Clark.

"I lied and you knew that," Clark said looking around wildly. His eyes widened at the wreckage, "Did I do this?"

"Yes," Buffy said, "but you aren't yourself? Clark why are you acting this way?"

"Don't know, felt fine this morning," Clark said, "always feel fine in the morning. Morning sun rises and I feel great. But then the day begins and it knocks me down. The Secrets and Lies. The Green Glow."

"Kryptonite?" Buffy replied confused.

"No, no, no, no, no," Clark stomped the words, "the key, the key, key of Brainiac. He's always after it. Jor-El said so. Said I had to protect it. How do I protect something from something I've never seen before."

"Clark?" Buffy said forcefully, "I know. I know you're hiding something about the key. I understand if its something you can't tell me. But if it can help you then you have to tell me."

"You'll hate me," Clark said miserably, "and worse. You'll hate..."

"I'm home," came a dull, tired voice from the door. Dawn walked in looking at the scene confused.

"Dawn," Clark gasped his eyes wide.

Buffy turned to see Dawn stood at the doorway, her eyes bulged out as a note of realisation filled her face. She couldn't believe it. Her sister. Dawn was the key. But she was just a kid... how could this have happened? Why didn't he tell her?

"What's going on?" Dawn asked confused.

"Dawn go to your room," Buffy said hoarsely.

"What? Why?" Dawn moaned confused.

"Now," Buffy snapped warningly.

Dawn rolled her eyes storming up the stairs swearing under her breath. Buffy closed her eyes tight trying to keep her anger in check. "What's going on Buffy?" Willow asked worriedly.

"You know," Clark mumbled, "you know. Don't you?"

Whack! Clark looked up in mild shock as Buffy sent a slayer shocking punch to his face. It twinged a bit. He could take it. He could tell she'd put everything she had into it. If he'd been human she'd have broken his jaw. Clark looked up at her to see a mixture of pain and anger in her eyes; the pain coming from her hand. It wasn't broken, just bruised. He thanked god for that.

"What gives you the right to keep something like this from me?" Buffy hissed furiously.

"I wanted to... how could I... didn't know which was which... girl or key... Brainiac or just another person... couldn't take the risk," Clark jabbered looking at Buffy pleading her to forgive. "Did it for you... to protect you..."

"Protect me?" Buffy spat, "how is this protecting me?"

"Buff," Xander croaked regaining his voice. Though sounding like he had a frog in it. "What's going on? Kind of in the dark here."

Buffy looked at Clark angrily, not looking at her friends. "Dawn's the key," she sighed.

"Interesting," came a voice from the door. They all spun around to see Milton Fine stood before them. "I never dreamed when I infected Kal-El with Silver Kryptonite that he would lead me here or that the key was one of you mammals."

"Professor Fine?" Clark smiled surprised, "what are you doing here?"

Fine smiled shaking his head. "Amazing the effects a simple rock can have to the brain," Fine said looking around at them sizing them up, "a being from a civilization beyond yours has now become a being below you. Ironic."

"I'm guessing you're Brainiac?" Buffy said folding her arms and glaring at Fine. "I thought you'd look more robotic."

"This form is a guise, a cloaking of my true form," Brainiac replied, "like your sister I come in many forms. Although, I have the utmost distain for this form. Now if you'll excuse me."

Brainiac lifted his arm shooting a blast at Buffy. The blast hit her square in the chest knocking her through the window. He walked forward glancing at Clark wriggling in the chair. "Those binds should hold you until the return of Zod," he said looking at the purple binds, "But I believe this will no longer be of use."

Clark gasped in pain as the silver splinter slithered out of his finger dropping to the floor and zipping to Brainiac merging with him. Clark looked around confused then glanced at Brainiac. "You," Clark hissed trying to lunge at him but the binds keep him in the chair, "stay away from her."

"That is something I am not programmed to do," Brainiac replied in a bored tone, "The ascension of Zod shall begin and the subsurvidtude of these apes shall begin. Once I have the key."

BOOM! Brainiac screamed in pain as a white light shot him straight in the chest. He glared at the source of the light. To Clark's horror. Lionel Luthor stood at the window of the Summers' home.


	12. The Oracle

-Chapter Twelve-

_The Oracle_

Clark looked in awe in shock as Lionel stepped through the window walking towards Brainiac his hand outstretched. Clark could only remember one time when Lionel had acted like this; when he had come back from the dead. Jor-El had told him that if he ever needed he would use Lionel Body as a vessel and right now Clark needed him.

"Stay away from me," Brainiac growled warningly moving his face away from Lionel's hands. Lionel's eyes glowed a pulsating white light, looking at Brainiac blankly. Lionel's hand grabbed hold of Brainiac's face, his eyes widened as Lionel touched him. "Stay away from me!"

Brainiac threw his arm at Lionel knocking him into a wall. Clark growled with rage as he pulled at his binds trying to rip them off. He had his strength back but still he couldn't get free. "You stay away from them!" Clark snarled at Brainiac as he turned to the stairs where Willow, Xander and Tara stood looking at him terrified. They were frozen. They wouldn't be able to match him. Brainiac turned around to say something to Clark but was interrupted by a voice. A voice Clark wished Brainiac hadn't hear.

"What's going on? Buffy?" Dawn asked running down the stairs to see the wreckage before her. She looked over at the window to see Buffy lying unconscious on the porch. "BUFFY!"

"The Key," Brainiac said with a smile zooming towards Dawn and grabbing her in a vice-like grip, "time to do the job you were destined to do girl."

"Let her go," Clark growled trying to lunge at Brainiac but held down by his magical binds.

"She has her destiny," Brainiac replied holding the whimpering Dawn tightly, "as do you if you accept it. Join us and stand by Zod's side as ruler of his New Kryptonian Empire."

"Never," Clark spat glaring at Brainiac.

"Then there is no use in you continuing to live," Brainiac said lifting his finger up, it turned into a silver dagger splitting into two fluent wavy tentacles. "Your mind is crude Kal-El but it holds some knowledge of your grand civilization. Information that shouldn't go to waste."

He flicked his finger at Clark the two tentacles shooting into his chest an excruciating, electrifying pain filled his body. He cried out in pain as he felt himself almost wasting away as if everything was being stripped from him. His head felt like it was going to explode as if it was being electrified to puss. Clark screamed in agony, his eyes watering as he looked at Brainiac and Dawn. He had failed, he couldn't fire a blast of heat vision; he couldn't do anything. He grit his teeth gripping the armrests of his chair trying to rip the binds off.

ZAP!!! Clark gasped with relief as the tentacles ceased electrocuting him. He looked down at his chest to see the tentacles slither out of his chest, he gasped for her glancing at Brainiac to see him looking just as bad as him. What had happened? Had Lionel done something? No, Clark thought as he saw Willow slumped against the stairs holding her hand up at Brainiac.

"You're lucky you have the witch to protect you, Kal-El," Brainiac snarled his breathing shallow, "but she won't help you in the coming battle."

"Let her go!" snarled Buffy from the window regaining her consciousness. Clark continued to struggle trying to get out of the binds. He had to stop Brainiac, there was no way Buffy could stop Brainiac. He glanced over at Lionel to see him shakily getting to his feet.

"Buffy!" Dawn cried for help trying to pull from Brainiac's grip.

"You poor deluded child," Brainiac sighed mockingly, "your feeble mind can't comprehend that there is no Dawn Summers. There is only the key. The key to Zod's escape."

Brainiac disappeared in blink of an eye with Dawn's last screams muffled as she disappears with Brainiac. "Dawn!" Buffy yelled. Clark looked on stunned. Buffy could hardly believe it, her sister was gone, her mother was in hospital dying. Must be a Tuesday, she thought.

"Where did they go?" she snapped rounding up on Clark.

"I don't know," Clark said bowing his head. "I doubt he'd go back to his office, he knows I'd go after him. He won't want me interfering with his plans."

"He'll be going to Lex's warehouse," Lionel said getting to his feet. Buffy turning to him confused.

"Lionel Luthor? Okay, how long was I out?" Buffy cried.

"The stone that created Clark's fortress was activated whilst in my possession at that moment I became a... vessel for Jor-El, his father, to act as a safe guard should Clark be in danger," Lionel explained, "Jor-El must have sensed Clark was in danger and activated me."

"You know who I am," Clark said still bond to the chair.

"Yes," Lionel said bluntly, "from the moment the crystal was activated."

"And you never said anything," Clark said angrily.

"I was just a vessel to be used," Lionel replied seriously, "I have done everything in my power to keep you safe, Clark. You must understand that. I am on your side."

"Right," Xander said sarcastically, "and Lex Luthor is humanitarian of the year cos he cares for this world."

"Lex," Lionel said sternly and yet with some remorse, "cares a lot for this world, but the darkness in him, has twisted him. He is driven by greed, mistrust and... everything I taught him."

"Like father like son then?" Clark swiped at Lionel.

"You misunderstand," Lionel said quickly, "Lex has been working for Fine for a while. Or someone he thinks as Milton Fine. Ever since that spaceship landed in the meteor shower Lex has been trying to unlock it."

"And I'm guessing he did?" Buffy said knowingly.

"No, the Brain Interactive Construct had already left the ship taking the guise of Milton Fine to be close to Clark and his chosen Vessel," Lionel replied.

"Lex," Clark said understanding.

"Yes," Lionel said nodding to Clark, "Lex thinks there is an alien threat looming and has been working on an anti-virus as requested by Fine. This anti-virus is a rouse to prepare Lex. Prepare him to be the Vessel of Zod."

"Willow, let me go please," Clark said sternly yet still trying to stay polite. Willow looked at Buffy nervously, Buffy nodded and she flicked her hand unbinding Clark. Clark stood up rejuvenated and walked to the door.

"Where are you going?" Buffy demanded.

"To stop Brainiac," Clark said seriously.

"On your own and without a plan," Buffy snapped, "you don't even know how to destroy it."

"I keep punching it until it turns to dust and stop it from doing what ever its going to do to Dawn," Clark replied knowing she was right yet knowing they were wasting time.

"Miss Summers is right Clark," Lionel said, "we must form a plan. I will pass on any information I can about Brainiac," he said turning to Buffy. "But I think you should go speak to Jor-El, Clark. He has a wider knowledge of what is happening."

"I thought you knew everything," Clark said impatiently.

"I only know what Jor-El allows me to know," Lionel said dully, "if Jor-El knows something Clark you must find out."

The phone rang suddenly, interrupting Buffy as she opened her mouth to speak. She picked up the phone. "Hello, this is Buffy Summer," she said. Her eyes widened as tears began to well, "what?"


	13. Joyce

-Chapter Thirteen-

_Joyce_

Clark walked through the fortress, despair and agonising guilt eating at him as he stepped into the snowy palace. He knew what the conversation was going to be like as he stepped into the Fortress. "Kal-El, I sensed you would return," Jor-El's voice echoed knowingly.

"Did you do this?!" Clark snapped angrily.

"I have done nothing my son," Jor-El replied calmly.

"You brought me back!" Clark yelled his pain ringing through the Fortress. "And now she's going to die!"

"I had no involvement in the keys creation, I told you to protect the key at all costs you have failed," Jor-El replied.

"I don't mean the key!" Clark cried impatiently, "Joyce Summers is dying! Is she the life you are exchanging for mine!"

"No," Jor-El replied, "I said that the life taken would be one that was close to you. Joyce Summers is not close to you, that much I am certain of. The balance will come but if you continue to put your human emotions before your the fate of this world there will be many more deaths for you to mourn."

"Brainiac has Dawn," Clark sighed knowing Jor-El was right. "Your _Oracle_ told me about his plans. Is it true? Has Lex been chosen to be the Vessel?"

"It is true," Jor-El said, "Zod was imprisoned in the Phantom Zone for crimes which led to the destruction of Krpyon."

"He killed you," Clark replied understanding.

"And your mother," Jor-El added. "If Zod is released..."

"According to Lionel he will," Giles paused taking off his glasses as he cleaned them glancing at everyone in the room. Willow, Xander, Anya and Tara all stood at the side of Joyce's bed, Buffy sat next to her mum, who lay asleep in her bed. "create a new world, destroying this one to pave way for a new Kryptonian world with him as ruler."

"And Dawn?" Buffy asked not looking away from Joyce.

"She will die," came Clark's voice solemnly, "Brainiac will kill her so no one can lock Zod away again. The key lies in her blood. Your blood. When you touched the stone with your bleeding hand last year you made her."

"You knew and you never told me?" Buffy said standing up looking at him harshly.

"I know," Clark said guiltily, "I did it for Dawn. I was scared..."

"She'd get hurt? That she'd be killed?" Buffy spat back, "well good job cos that's what's going to happen!"

"I was scared that you wouldn't look at her the same!" Clark snapped indignantly. Buffy paused looking at him shocked, "what did you expect me to do sit down and tell you the person you love isn't the real thing. I didn't want Dawn looking at you with you looking at her as if she was different. I wanted her to feel normal. I didn't want you to stop loving her cos you thought it was a lie."

"It's not a lie," came Joyce's voice from behind Buffy. Buffy turned around to see her mother looking weak yet having a look that was filled with resolve. "She is not a lie. Dawn is my daughter. No matter how she was made. She is who she is and you have to save her."

"I will," Buffy and Clark said in unison both looking at each other surprised.

Joyce chuckled. "Thank you, Clark," she said looking at him closely, "for caring for my daughters. You were right about him," she said to Buffy nudging her, "he is too noble for his own good. Don't be mad at him to long sweetie. He's quite a cute boy."

"Mom!" Buffy cried blushing as she glanced over at Clark, who was blushing as well.

"I'm dying Buffy, might as well speak my mind without any reservations," Joyce chuckled weakly. "Can you leave me with Mr Giles, please? Just for a moment," she added to a confused looking Buffy.

Buffy nodded walking to the doors with everyone leaving with her.

One by one thy all waited outside Joyce's room and one by one they all walked in to have a few words with Joyce. Each one that walked out had a different reaction, Giles came out a solemn expression across his face rubbing is glasses as he always did, Xander and Anya both shared a solemn look like Giles though, though Anya seemed to be looking confused as to how she was meant to feel. Willow and Tara both had tears running down their eyes, holding each other as they consoled each other. One thing Clark noticed as he stood there, they all had a look of resolve on their face as if they were determined to stay strong. Buffy walked in.

"She wants to see you too," Willow croaked looking over at Clark.

"Me?" Clark said surprised. Willow nodded looking away. Clark looked at Buffy, she nudged him to go. He walked to the door, why did Ms Summers want to talk to me? He thought.

"Clark," Joyce smiled weakly, she looked tired as thought the past few conversations had taken a lot out of him. "Buffy. Glad to see you two. You sure have grown up," she said to Buffy brushing her hair from her face. "you've become a beautiful woman. You look after her," she snapped playfully at Clark.

"Ms Summers..."

"As a friend, a lover whatever you two see fit," Joyce replied, "I know you too both care for each other even if you aren't speaking to him," she added to Buffy knowingly. "He's a man Buffy. He makes mistakes. He's not a Superman and you're going to need him."

Buffy looked at Clark and nodded. Clark knew what it meant. It meant we'll talk later. She turned back to Joyce who smiled weakly. "Buffy, I've always known about Dawn. I could see it. The green glow. The power within it. It's like you. Don't let her die. Don't let my little girl die. You get her and you bring her home."

Clark looked at Joyce amazed. For someone on the brink of death, she looked as strong as ever when she said that. "We will," Buffy said taking Clark's hand with Joyce's. "We'll bring her home."

Joyce smiled. "I love you," she croaked smiling weakly, "tell your sister... I love her..."

Buffy watched in horror as her mother slipped away. Her head falling back and her eyes falling peaceful. Buffy bowed her head weeping into her hand. She was gone.

Clark stood looking down at Joyce stunned at how peaceful she looked and yet ready to keep his promise. He bent down and held Buffy for a moment as she wept and then to his surprise she stood up. "Let's go," she croaked storming to the door, "you heard her. We're bringing her home."


	14. The Wieght of the World

-Chapter Fourteen-

_The Wieght of the World_

Everyone watched Buffy as she stormed out to hospital, a stern look in her eyes which held back the pain eating away at her. It had been under five hours and she was losing her family. Dawn had been kidnapped by an alien artificial intelligence and now her mother was dead. What a day Buffy was having, and it wasn't even a Tuesday. A thought occurred in her to run, run and leave everything but hehind, but that thought was deafened by a screaming sound in her head, it was Dawn. That was the picture that was keeping her from running; Dawn in trouble, Dawn dying, Dawn dead. She had to stop Brainiac. She had to stop Lex. She had to save the world.

It was as simple as that.

It was what she did.

It was why she was here.

"It's not going to be simple to find her," Giles said as they all stood in the Magic Box, forming some sort of plan. "According to Lionel, the key must be opened at a specific time and a specific place."

"How many hours do we have?" Buffy said leaning against one of the shelves.

"Three Hours," Lionel said grimly, "three hours until the red sun aligns with our galaxy. The red sun comes into alignment with our planet every five years. The Phantom Zone is powered by the red sun, its what strips Krpyonians of their powers. The key mixed in with the red sun was used to open and close the zone."

"Where will he open the Zone?" Clark asked.

"It seems almost uncanny but, LuthorCorp," Lionel shrugged thoughtfully, "its almost like the building was built for this very reason."

"Or it could be just an amazing coincidence," Willow replied.

"At least we know were she is," Buffy said.

"What's your plan?" Clark asked her ready to shoot off.

"We go in you take on Brainiac and I get Dawn," Buffy said bluntly, it was the only plan she had, she'd wing it when she got there. "All that matters is that we stop Brainiac from opening that portal and killing Dawn."

"We still have to stop Lex," Lionel said dully, "Brainiac has given him powers. I doubt even your Slayer strength could stop him."

"Your right, I mean I was tired after five minutes of fighting those two Kryptonians," Buffy said glumly realising she was limited to what she could do, "You don't have any Kryptonite lying around do you?" she asked Lionel somewhat jokingly.

"My entire stock has been depleted, I can only suspect that Brainiac has wiped them out so there is nothing to stop Zod when he is released," Lionel said softly and with frustration.

"Then it's up to me," Clark said boldly.

"_You're_ fighting Brainiac," Buffy snapped harshly.

"Lex is my problem," Clark replied stubbornly.

"And he's been a problem to me ever since I met him," Buffy replied, "he's both our problem."

"He's my... friend," Clark said through a pause, that word seeming so distant now after all this time.

"Really?" Buffy replied raising an eyebrow at him knowingly, "cos last time you spoke about him, you seemed more like enemies."

Clark paused. He didn't know what to say. He knew she was right.

"Fine," Clark conceded, "but take Willow. Magic should have an affect on him."

"And you didn't tell us this, why?" Buffy groaned irritably.

"It doesn't matter now," Giles snapped standing up, "we've talked about every aspect except one. What if we defeat Brainiac but he's already opened the portal? How do we close it?"

"I-I don't know okay?" Buffy cried, "All I know is that I've gotta get to Dawn before that even happens."

"There is something I neglected to mention," Lionel interrupted, "once the portal opens, it will stay open until it is closed. The only way to close it is to destroy the key. Dawn does not know how to control the key, she won't be able to close it."

"We're not killing anyone," Clark snarled. "This isn't up for discussion."

"Yes it is!" Giles growled, "what lies in the Phantom Zone is an army of super powered beings! Kryptonians, Martians and aliens spanning across the Galaxy! You will both die unless that portal is closed! Dawn will die!"

"Then the last thing she will see is me fighting for her," Buffy hissed coldly and stubbornly.

"Both of us," Clark said stepping forward, "all of us. Do you really want Dawn to die, Mr Giles?"

"What sort of..." Giles gaped at him outraged, "of course I don't!"

"Then don't dwell on the bad, fight for her," Clark said looking at him purposefully, "The feelings you feel for Dawn are real. She is real. Joyce was right. I was right. Dawn is a person. No matter where she comes from."

"_Humanity isn't just biological_," Giles chuckled weakly, "I can tell why Swann took a shine to you Clark. You are a _Saviour_."

Clark blushed broadly.

"Whoa, I can feel the love and everything," Xander chimed with a note of seriousness, "but we've got three hours. And we should be going."

"It won't take us as long as you think," Willow said excitedly, "I can teleport us there remember."

"Won't that weaken you?" Buffy asked worriedly, knowing she'll need Willow.

"I'll be fine," Willow said confidently. "I've done it before."

"What about the ship?" Anya asked quickly.

"Ship? What ship?" Xander asked confused.

"The ship," Tara said surprised she had forgotten.

"What ship?" Xander cried his confusion escalating.

"Brainiac's ship," Clark replied, "the ship Aethyr and Nam-Ek arrived in."

"Oh," Xander exclaimed understandingly.

"We should destroy it," Lionel replied, "it's core is Zod's only way to reshape the planet once he's freed. It's in Warehouse 15 off the main round passed Metropolis. We destroy that and we slow Zod if he is freed."

"Okay, its settled then," Buffy said with command, "Xander, Anya, Tara you go to the Warehouse destroy the ship. Clark, Willow, Giles and me will go to LuthorCorp with Lionel."


	15. Good and Evil?

-Chapter Fifteen-

_Good and Evil?_

Lex stood in his office atop of LuthorCorp Plaza, the building stood towering over Metropolis; it was his "Aerodrome" where he could escape from the pressures of this world. He looked down on Metropolis at the people below him; "his" people. He was so far above them. He could see much clearer than them. He could see everything up here. Everything was like an X-ray, he could see them all going about their lives. They all sit in their apartments, watching the 'idiot box' and sitting down to dinner. They all couldn't see the threat that was awaiting them and the sacrifice he had made.

Was it a sacrifice though? Lex thought as he watched them all go to his daily lives.

_Of course it is_, snapped a voice in his head, _you're losing your humanity!_

I've made myself better, Lex argued, for them. I'm strong, faster; I have powers they'd dream of. It's the only way to stop this alien threat.

_You're a freak now_, the voice spat, _this last stage in human evolution. The look into the future. You've made yourself better yes, but can there be anything better than you. Where do you go from here?_

Lex clenched his fist, his nails digging deep into his skin and yet he couldn't feel anything but a tickle. This is how it had to be, he concluded to himself.

"Are you ready Mr Luthor?" came a voice, he had come to loathe, mainly through the fact of knowing what it was. He turned around at Milton Fine, a visitor from another world, a machine sending a message of impending doom. It wanted to help; or so it said. Lex thought otherwise.

"Do you have the key?" Lex asked curtly.

"Yes, _it's_ upstairs on the roof. Everything is in place," Brainiac replied. He walked towards Lex looking down at the city. "They have no idea what is going to happen. What _you_ are going to do for them," he placed a hand on his shoulder, "no matter how many die in this war.... they will see you as the man that led them into a new Era."

"They'll thank me," Lex said looking down at the world below, "I've spent my life protecting them, supplying them with arms, supplying them with food, always trying to save the world."

"You know what you have to do," Brainiac said gravely, "you know what the Key is?"

"The key, as they call it, no matter what form it's in must be destroyed," Lex said harshly, "I see that now. I spent so long up here, listening to them all. They all go about their lives when they don't know what's coming their way."

"They will Lex Luthor," Brainiac replied, "and in the end... they will look to your image to save them."

"Really? Isn't bald a little out this season?" came a sweet girlish voice from behind them. Brainiac and Lex turned to see Buffy stood smiling at them. "No offense to your whole big take over the world thing."

"It's okay," Lex smiled rubbing his head, "I'm used to it. But, I feel like the dumb blood look is starting go a little thin. Maybe you should try a new look."

"We can talk fashion tips later," Buffy smiled coldly, "where's my sister?"

"She isn't you sister," Lex said walking forward, "_she_ is a threat to our world. If she lives she will awaken a threat that would destroy our world."

"I know the costs," Buffy said, "and I'm telling you," she pulled out a large hammer. A massive Ogre Mallet. She hoped it work, "you're not going near her."

"I have powers you could never even dream of," Lex snarled looking at her impatiently, "don't make me kill you."

"And you think you're the good guy?" Buffy sneered coldly.

"The lives of the few must be outweighed by the many," Lex replied sharply. "Our enemies think they can destroy us with this girl they sent to us foreshadowing our end. But I shall create a new beginning."

"Nice speech ever thought of running for President?" Buffy quipped.

"You have been deceived by a lie," Lex replied, "your emotions for the key blind you."

"If you refuse to stand aside," Brainiac added stepping just behind Lex, smirking knowingly at Buffy, "then you will fall with her."

"I wouldn't have it any other way," Buffy smirked; she leapt into the air holding her smashing the mallet down on Lex with massive battle cry. Lex stood unafraid.

SMASH! The mallet connected knocking him down to the ground. He looked up surprised as Buffy sent an earth shattering hit to his jaw knocking him through the air across the room. Brainiac glared at her lunging at her. Brainiac flew back against the wall as something with incredible force hit him in the chest sending him back.

Brainiac got to his feet snarling as he saw Clark stood where he had been his fist clenched and aimed at him. "Lex, you wanted to see the Alien threat," Brainiac sneered glancing over at Clark surprised at what he had just saw. "He's been living among you as your friend all this time."

"Is this true Clark?" Lex said with a note of hurt.

"Lex," Clark said trying to think of what to say, "you have to stop this.... you're not yourself."

"You never could give me a straight answer," Lex snarled lightly holding back the anger inside him. The anger that had bubbled with every lie Clark had told, every time he brushed over the truth throughout their friendship. He was done. "Was I not good enough to know the truth? Couldn't I be trusted? Couldn't Lana? No matter what you said she always knew you were hiding something and then your traded her in for what.... another freak?"

"The only freak I see here is you Lex," Clark said stepping forward.

"Clark, remember the plan," Buffy said warningly.

"You're always saying you want to be different from your father," Clark said ignoring Buffy's words, "you'd never become your father is what you said... You're right, you've become worse."

"I am better than my father, Clark," Lex said, "don't you see... I'm doing this for the world. This alien threat that came in meteor shower was just the beginning. It brought something with it. Something dangerous. Something that could start a war."

"And you've chosen your side?" Clark said softly, with great regret.

"Clark," Buffy hissed warningly, "don't..."

Clark didn't have time to listen as Lex lunged at him slamming him into a wall. "I'm on Earth's side, Clark," Lex hissed, "what side are you on?"

"I'm on the side of good," Clark snarled pushing Lex back. His feet sliding across the floor stopping as Lex braced himself for a stop.

"Clark stop this," Buffy snapped looking at the two of them as they both glared at each other. Their friendship finally dissolved and only their rivalry existing between them. "Stick to the plan."

"Change of plan," Clark growled rocketing at Lex spearing him through the office window and down a fifty foot drop.


	16. Ships and Portals

-Chapter Sixteen-

_Ships and Portals_

Buffy glared at the smashed window, anger welling inside her as she was reminded of the reason it was smashed. _Damn you Clark_, she snarled inwardly gripping the handle of the mallet tightly as she saw Brainiac lunge at her. Buffy swung furiously at Brainiac as he growled at her, his speed making it impossible to know if she'd hit him on time. _Wish me luck_, Buffy thought to herself as she swung hard.

CLANG!

Buffy gasped her eyes wide, beads of sweat dripping down her as she looked at the glowering smile coming from Brainiac as he stood with a face full of mallet. His face had only moved an inch from the impact. He looked at her smugly; she hated that. "Magic," he said simply, "has very little affected on me."

"Well, I'll just have to hit harder then won't I?" Buffy retorted with a sneer. He smiled arrogantly at her, knowing as hard as she could hit, it would never hurt her; but that wouldn't stop her from trying. "Bibbidi!" Buffy cried kicking Brainiac back, "Babbidi!" she scissor-kicked Brainiac in the face as she stumbled back. "Boo!" she added coldly as she lifted her mallet up at a surprised Brainiac. She swung the mallet hard, putting all her strength into it. An earth-shattering crash echoed from the impact of the mallet and Brainiac's face sending Brainiac flying through the office wall. "Thank you, Cinderella."

She looked upwardly to the roof. _I hope Willow and Giles are okay_, she thought worriedly.

_I hope Buffy and Clark are okay_, Willow thought worriedly as she, Giles and Lionel ran up the stairwell leading up to the roof. The plan had been simple. She, Giles and Lionel would go to the roof to get Dawn and Clark and Buffy would distract Lex and Brainiac. She felt the entire building rock; she could tell the battle had started but something was wrong. Why was Clark fighting Lex?

"Willow? What's wrong?" Giles asked with concern as she realised she had stopped in her tracks; mainly out of shock at what she was sensing.

"Clark's fighting Lex," Willow said quickly trying to keep tabs of the battle.

"I knew that might have happened," Lionel added calmly, "Lex and Clark's feelings of betrayal for each other is strong. Strong enough to cloud their judgement. No doubt Brainiac wanted Lex to take out Buffy, whilst he kept Clark alive."

He sighed solemnly as he felt things about to get worse. "We had best hurry before our plans our further interrupted," he said seriously continuing up the stairs passing Giles and Willow.

Giles looked at Willow both of them sharing a look. It was hard to believe they'd be on the same team as Lionel Luthor. But then... Giles had worked with Lionel Luthor before; but that was another lifetime and another _group_. "Are you alright to carry on?" he asked Willow taking the worries out of his mind.

"Yes, we have to keep moving," Willow said softly breathing steadily as the battle raged in her mind, "for Dawn."

It only took them five minutes to reach the roof. Lionel pulled out his handgun at the same time as Giles holding his sword up ready for whatever was out there. They knew it would not be so easy to get to Dawn. Brainiac had been planning this for nearly sixteen years, it was in his programming to free his master Zod; he wouldn't just leave Dawn unattended. They nodded in agreement to go, Lionel pushing the door open to the roof stepping out with his gun at the ready.

It was deserted.

"Dawn!" Willow cried as she saw something stood at the far edge of the roof. An altar type ledge had been built onto the building, almost like a conductor.

Dawn turned looking up across the roof. Her eyes welled as she saw Willow stood with Giles on the roof. "Willow! Help me!" she cried.

"Just stay there Dawnie we're coming for you," Willow called over to her running up to the ledge.

"Stop right there," hissed a cold female voice from the shadows. Willow knew that voice. She turned around to see Lana Lang stood holding up a gun to them, a large group of LuthorCorp Security Guards stood behind her doing the same. "Don't step any closer to that _thing_."

"So how are we gonna do this thing?" Xander asked curiously as he walked around the ship in awe. He couldn't believe it. He was stood in front of a living spaceship; this totally went way beyond his weird metre.

"I suggest we hit it until it crumbles," Anya said excitedly not fazed by the weirdness of the spaceship as Xander was. She had of course lived for nearly a thousand years so a spaceship wasn't much fuss.

"I don't think it will be that easy," Tara said examining the ship closely, stroking its strange surface. "I mean, Lex Luthor's top scientists have been examining it for months and they couldn't get it open."

"Maybe its voice activated?" Anya replied quickly, "like open sesame?"

"Oh, and I left my Kryptonian dictionary in my other pants," Xander retorted sarcastically.

"Well I didn't see you coming up with any ideas," Anya replied in refrained anger, which was a mixture of confusion, "I mean, how do you open a spaceship?"

"Wait, let me try something," Tara said nervously as she bent down looking under the ship. "There's a symbol here. Like the one Lionel showed us. Maybe this may open it... _Histerio Apperi_."

Tara backed away as the symbol a shone a bright white light. The entire ship did. A bright pulsating light filled the room. Tara, Xander and Anya backed away as the light grew brighter almost blinding them until finally it exploded into nothing; disappearing leaving only the ship and the darkened warehouse.

And yet on the floor was something else, something Xander was not expecting or happy to see.... Spike.

The wall smashed to pieces like paper as Brainiac slammed his fist against it missing Buffy's head by an inch as she ducked using most of her stamina and speed just to dodge one of Brainiac's attacks. She stumbled backwards as the entire building shook from the battle underneath them. She hoped that Clark was winning cos if he wasn't she would kick his ass. Buffy jumped up into the air her entire body hurting all over from the attack from Brainiac; her legs were burning with pain, her head was cut and bleeding and feeling dizzy with every movement. She slammed her mallet down but was stopped in her tracks as Brainiac caught it in his hand go off balance for just a second but regaining his footing.

"This ends now!" he hissed coldly smacking Buffy across the face sending her flying across the now dirty varnished floor, that Buffy could tell was gonna take most of the Luthor fortune to fix. She slammed against the wall the dizziness taking over as Brainiac threw her mallet down to the ground with disgust leaving her as she finally succumb to the pain and fell unconscious.

"She's a girl and she's scared and we're taking her home," Willow said warningly as Lana held the gun at her.

"Lana listen to her," Lionel tried to reason with her. "What Fine has told you is a lie, you and Lex have both been manipulated. You're both in grave danger."

"No, if she lives more aliens come to take us," Lana shrieked with a note of fear in her voice. Her eyes were swimming with it. "I saw what came out of that ship. I saw what they did. I saw their power. I have to do this."

"Lana, please, you have no idea what you're doing," Giles snapped impatiently, "you have everything backwards. If Dawn dies, the aliens come. We must keep her safe. That is why Brainiac wants her dead so badly."

"Lana, please," Dawn begged, "I just want to go home.... I want my mom."

"Put your weapons down," Lionel demanded to the Security Guards.

"I'm sorry, Mr Luthor, but we answer to your son," one of the guards replied sternly, trying to keep a brave front.

"What did you say?" Lionel growled outraged.

"This does not concern you," came Brainiac's voice from the door. They all turned to see Brainiac walking to the ledge. "You pivotal minds can not comprehend the gravity of the situation."

"Where's Buffy?" Giles snarled yet his voice cracking with worry.

"She will live," Brainiac smirked. "Shoot them Lana. They are interfering in what must happen."

"No, we can explain it to them," Lana said quickly, "they need to understand it. They will. We can take them downstairs."

"Of course," Brainiac said softly, "we are not killer," he turned to security men, "Lex needs your help. He's down at lobby fighting one of the alien soldiers."

"They're here," Lana gasped.

"Yes," Brainiac said looking at her with concern, "which is why you all must let us do what has to be done."

Lana cocks the gun pointing it at Willow. "Move Willow," Lana said dangerously, "please," she pleaded her face softening.


	17. The Battle Ends

-Chapter Seventeen-

_The Battle Ends_

Clark slid across the floor, the chipping from the marble floor hitting against his skin, ripping at his clothes, the floor chipping smacked at his face pinging off him as though they were nothing. They were nothing, the only thing that made him bleed was the fact that he had just been punched by a newly-superpowered being. Clark pushed off from the ground bolting up into the air looking around the wreckage surrounding him. The entire foyer of LuthorCorp Plaza was a but destroyed, the pillars lay scattered and broken across the marble floor only two held the roof up, burn marks traced across the floor and walls, leaving black trails across the now dirty marble floor.

Clark dropped to the floor looking at Lex as he stood smirking at him across the room. They had both taken a beaten, Lex's pants were battered and torn in fact half the leg was hanging off one of them, his coat was torn and ripped, burnt, smoking and sizzling filled with soot and dust. Clark wasn't faring much better either; a large burn mark was imprinted across his chest leaving a scorch mark on his blue shirt, he was cut and bleeding and his favourite red jacket was just as ripped and torn as his pants.

"I knew there was something different about you Clark," Lex said as he observed Clark and his surroundings.

"Lex you have to stop this," Clark called over to his seriously, "what you're doing his wrong and you know it!"

"What I am doing! Is for the good of this country! For the world!" Lex barked back angrily. "For my new world!"

"Your new world?" Clark questioned confused.

"After the war, the world will need someone to lead them," Lex stated a matter a factly, "I shall take on that role. I shall rule this world and lead it into a better tomorrow and any threat shall be destroyed."

"Lex, these powers are clouding your mind," Clark cried exasperated, "your not thinking clearly."

"These powers are what I need to protect this world," Lex snapped, "to protect Lana and that thing up there is a threat to all that we hold dear. And you have the audacity to protect it... knowing what it could do."

"She's just a girl Lex," Clark snapped indignantly.

"You never could see the big picture Clark," Lex said solemnly, yet his anger was obvious.

Clark readied himself as Lex zoomed at him, throwing his arm back he sent an earth shattering punch to Lex's face sending him flying back through a wall.

"Stand down Lex," Clark ordered as Lex stomped out of the broken wall as though it was cardboard. "You can't win."

"We are evenly matched Clark," Lex sneered fishing something out of his pocket, "it is true I can not defeat you, but I can place you in a place were you can't hurt this planet."

"Lex, wait..."

"Goodbye Clark," Lex said solemnly flinging an octoganal disc at Clark. Clark tried to move but he couldn't as the disc grew the closer it got to him engulfing him until finally he flew away, spinning uncontrollably into the sky away from Earth and Lex. All he could do was watch in agony as he watched from his prison; the Phantom Zone.

"Does this bucket do more than 20?" Spike snarled leaning over from the back seat glaring at Xander as he drove the rusted old banger he could get his hands on after getting out of the warehouse.

"It was the only thing I could find!" Xander cried irritably, "and will you stop leaning by my neck!"

"Oh please, like I'd bite you if I could," Spike scoffed leaning back glancing at Anya. "You wearing scent?"

"Yeah," Anya said disinterested.

"It's nice," Spike said cheerfully.

"You're not biting my girlfriend!" Xander objected.

"Angel?" Spike asked curiously ignoring Xander.

"You're not biting her!"

"Yes, I got it myself cos XANDER said he couldn't afford it," Anya sniped glancing at Xander.

"Don't you have a job now?" Spike asked Xander raising an eyebrow.

"That what I said," Anya mumbled.

"And you couldn't afford it?" Spike cried sceptically.

"It was a tough week, I just had to pay rent," Xander cried, "wait why am I justifying myself to you? Shut up until we get to Metropolis and save Buffy."

"So, that should take what an hour? Two days? A week maybe?" Spike asked sarcastically.

"You picked the car," Xander snapped.

"I had no idea you were going to drive like a woman," Spike snapped, "no offence," he added to both Anya and Tara.

"None taken, he does drive quite womanly," Anya replied dully, ignoring the look Xander was giving her.

"Willow, move," Lana warned dangerously cocking the gun.

"Lana, I can't," Willow said solemnly lifting her hand up, "I hope you can forgive me. _Slephori_," Willow hissed flicking her wrist a blue light rippling through the air hitting both Lana and the security team. They dropped to the ground. "Now for the puppet master," Willow spat turning to find no one. Brainiac was gone. Willow's eyes widened as a gut wrenching feeling twisted inside her, a thought burrowed in her head, verified by the pale and wide-eyed faces of Giles and Lionel.

Willow turned to see to her horror; Brainiac holding Dawn at knife-arm point. Her insides churned and raged at the sight of Brainiac holding her. "Thank you for keeping an eye on my distraction. That's all that feeble minded girl could do and she did it so well. Now the coming of Zod shall begin."

Dawn screamed and Willow recoiled, gasping at the sight before her. Brainiac had cut Dawn. A long deep gash led down her arm, blood gushing from it dripping down her arm as Brainiac held it over the side of balcony, smiling cruelly at the three of them.

Willow's heart stopped as the blood bumbled in the air, growing in to a liquidy purple substance, crackling and screaming as sparks of lightning shot out of it attacking the air. The portal grew spreading deep underneath the balcony, the sparks grew attacking the sky, dancing behind the smirking Brainiac and the shaking Dawn. The earth was shaking, the whole building was shaking. They had failed.

"Once Zod returns, your world shall end," Brainiac smirked glancing at Dawn, "and so shall your life."

SMASH!!! Willow jumped in fright, Giles pushing her down to the ground as something large and fast shot past her head flying at Brainiac. Brainiac's eyes widened as the large troll hammer flew like a rocket towards him smacking him in the face. He growled in pain falling backwards, his grip slipping from Dawn as he stumbled. Dawn looked up terrified at Brainiac's now squashed and growling silvery face as he continued to stumble backwards slipping off the balcony. She looked down at the portal as Brainiac fell into it screaming, he exploding into nothing as he made contact, the portal devouring him and electrocuting his entire body until... nothing.

Willow and Giles turned around behind them to see a very battered and bloody Buffy staggering out of a large hole in the wall. She limped towards them. "You guys okay?" Buffy asked.

"Yeah, you?" Giles breathed looking at Buffy's bloody arm.

"Peachy," Buffy groaned.

"Buffy?" Dawn gasped as she ran over to Buffy embracing her. "You came for me."

"I would die for you," Buffy whispered tearfully glancing at the balcony as the portal grew wildly over the city of Metropolis. This was it. Plan B.

"Buffy, let's go home," Dawn whispered.

"I can't," Buffy said letting go off Dawn. "I'm sorry. I have to do something. I hope you can understand Dawny."

"Buffy..." Willow began.

"Take care of each other," she said stepping away from Dawn ignoring Willow's words. "Take care of Dawn."

"Buffy, you're scaring me," Dawn cried.

"I'm scaring myself," Buffy replied, "I'm sorry I have to do this to you, but I have to. I made a promise. Good bye Dawny."

"Buffy, WAIT!" Dawn cried as Buffy darted away from running, running and never looking back, never listening to the screams from Dawn, Giles, Willow even Lionel. She hoped they understood, she hoped this as she ran across the balcony as she ran to her death. When it came down to it death was just a leap away. Sometimes, death can be a gift, she concluded to herself as she felt the electricity buzzing through her, she wanted to scream, but she had never screamed at death before and she never will.

Buffy Anne Summers, 1986-2006, she saved the world a lot.

* * *

AUTHOR NOTE

I just wanna thank you all for reviewing, a lot is happening in my life at the minute so I can't really fanfic as much as I want but I thank you for your patience. This is not the last chapter, there will be three more chapters wrapping up this story and then I'm taking a long break to focus on other things. Any sequels will be after this break, I think I kinda need it cos my brain is fried just finishing this story. I hope to return a better writer and with better stories to come. Thank you all.

P.S. I will private message all of you when I return so you know when the sequel is out :D


	18. Author Note

Dear all,

I know I promised three more chapters, but looking back at the chapters, they aren't very good so I'm moving this "ending" and leaving you all on a cliffhanger moving the Phantom Zone story to the sequel. Sorry to disappoint everyone but its how I feel at the minute... think of it as my Empire Strikes Back ending... everything goes to shit.

COMPO1976

P.s. Don't miss the next installment of my Buffy/Smallville crossover

SMALLVILLE: The Darkness from Within


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